UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
Exchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for useUse of the Commission onlyOnly (as permitted by Rule 14a-6(e)14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12under §240.14a-12

PROVIDENT FINANCIAL SERVICES, INC.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)	Amount Previously Paid:
(2)	Form, Schedule or Registration Statement No.:
(3)	Filing Party:
(4)	Date Filed:0-11.

		239 Washington Street Jersey City, New Jersey 07302

Dear Fellow Stockholder:

I am pleased to invite you to participate in the 20212023 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held virtually on Thursday, April 29, 2021,27, 2023, at 10:00 a.m., local time. The virtual meeting platform provides for the safe execution of the Annual Meeting in the continuing COVID-19 environment. Information on how you can participate in the virtual Annual Meeting can be found on page 5671 of the proxy statement.

At our Annual Meeting you will be asked to elect fourthree directors, approve on an advisory (non-binding) basis the compensation paid to our named executive officers, approve on an advisory (non-binding) basis the frequency of stockholder voting on the compensation paid to our named executive officers, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023.

Your vote is very important regardless of the number of shares you own. Whether or not you plan to participate in the Annual Meeting, I encourage you to promptly submit your vote by Internet, telephone or mail, as applicable, to ensure that your shares are represented at our Annual Meeting.

On behalf of the board of directors, officers and employees of Provident Financial Services, Inc., we thank you for your continued support.

Sincerely,

Christopher Martin

Chairman and Chief Executive OfficerChairman

March 17, 2021

2023

Noticeof

Annual Meeting
of Stockholders

Virtual Meeting Information

THURSDAY, APRIL 29, 202127, 2023

10:00 a.m., Local Time

www.virtualshareholdermeeting.com/PFS2021PFS2023

March 17, 2021

Review your proxy statement and vote in one of four ways:
INTERNET Visit the website on your proxy card	BY TELEPHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card in the enclosed envelope	DURING THE ANNUAL MEETING www.virtualshareholdermeeting.com/PFS2023
INTERNET	BY TELEPHONE	BY MAIL	DURING THE ANNUAL MEETING
Visit the website on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope	www.virtualshareholdermeeting.com/PFS2021
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

InternetAvailability of Proxy Materials

We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to stockholders via the Internet. As a result, beginning on or about March 17, 2021,2023, we sent by mail or e-mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders, via the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.

If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the Proxy Statement and the Annual Report to Stockholders on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report to Stockholders are enclosed.

If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.

Important Notice Regarding the Availability of Proxy Materials

for the 20212023 Annual Meeting of Stockholders to be Held in a Virtual Format on April 29, 2021:
27, 2023.
Our Proxy Statement and 20202022 Annual Report to Stockholders are available

at www.proxyvote.comwww.proxyvote.com.

Proposal 1Election of Directors

General

The board of directors of Provident Financial Services, Inc. (“Provident” or “company”) currently consists of fourteenthirteen members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors shall have been elected and qualified. A director is not eligible to be elected or appointed to either board of directors after reaching age 73.

FourThree directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors shall have been elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Ursuline F. Foley, Christopher Martin, Robert McNerney,Terence Gallagher, Edward J. Leppert and John PuglieseNadine Leslie for election as directors at the Annual Meeting. Two current directors, Messrs. Adamo and Hernandez, will discontinue their service on the board of directors following the expiration of their term at the Annual Meeting. Following the Annual Meeting, the board of directors will reduce the size of the board to eleven members.

All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Mr. McNerney,Ms. Leslie, each nominee was previously elected by our stockholders. Mr. McNerneyMs. Leslie was recommended by the non-management directors and appointed to the boards of directors of Provident and Provident Bank in accordance with the terms of Provident’s acquisition of SB One Bancorp, where Mr. McNerney was a member of the board of directors.2021. No other arrangements or understandings exist between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for any or all of the nominees is withheld, it is intended that the shares represented by each fully executed Proxy Card will be voted “FOR” the election of all nominees.

Each of the nominees has consented to be named a nominee. In the event that any nominee is unable to serve as a director, the persons named as proxies will vote with respect to a substitute nominee designated by our current board of directors. At this time, we know of no reason why any of the nominees would be unable or would decline to serve, if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE“FOR” THE ELECTION OF THE NOMINEES FORDIRECTOR NAMED IN THIS PROXY STATEMENT.

Board of Directors

Our board of directors is comprised of individuals with considerable and varied business experiences, backgrounds, skills and qualifications. Collectively, they have a strong knowledge of our company’s business, strategy and markets and are committed to enhancing long-term stockholder value.

Our Governance/Nominating Committee is responsible for identifying and selecting director candidates whowhose skills meet the evolving needs of our board of directors. Director candidates must have the highest personal and professional ethics and integrity. Additional criteria weighed by the Governance/Nominating Committee in the director identification and selection process include the relevance of a candidate’s experience to our business, enhancement of the diversity of experienceperspectives of our board, the candidate’s independence from conflict or direct economic relationship with our company, and the candidate’s ability and willingness to devote the proper time to prepare for, attend and participate in meetings. The Governance/Nominating Committee also takes into account whether a candidate satisfies the criteria for independence under our Independence Standards and the New York Stock Exchange listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether the candidate qualifies as an Audit Committee financial expert.

While the Governance/Nominating Committee does not have a formal policy regarding diversity, when assessing potential director nominees, gender, racial and ethnic diversity, as well as different perspectives and experience are considered to enhance the deliberation and strategic decision-making processes of our board of directors. Currently, 14%15% of our directors are women and 7% are15% designate themselves as racially or ethnically diverse.

The age and business experience of each of our nominees for election as directors, and theour incumbent directors, whose term of office continues following the Annual Meeting, and directorships held by them with other public companies during the past five years, as well as their qualifications, attributes and skills that led our board of directors to conclude that each such person should serve as a director are as follows:

NOMINEES:

Nominees:

INCUMBENT DIRECTORS:

Incumbent Directors:

Executive Officers

The age and business experience of Provident’s executive officers who are not directors are as follows:

Finn M. W. Caspersen, Jr.

Age 51

Mr. Caspersen has been an Executive Vice President of Provident Bank since August 2018. Previously he held various executive positions at Peapack Gladstone Bank including Chief Strategy Officer, Chief Operating Officer, Chief Risk Officer and General Counsel.

James A. Christy

Age 5355

Mr. Christy has been Executive Vice President and Chief Risk Officer of Provident Bank since February 2018, and prior to that time he was Senior Vice President and Chief Risk Officer since January 2012. He previously served as

Robert Capozzoli

Age 52

Mr. Capozzoli has been Senior Vice President and General AuditorChief Marketing Officer since January 2009.2019, and prior to that time he was First Vice President and Marketing Director since 2015.

VitoGiannola

Age 4446

Mr. Giannola has been Executive Vice President – Chief Retail Banking Officer since August 2020. Prior to that time, he was Senior Executive Vice President and Chief Banking Officer of SB One Bank since March 2018, and had been with SB One Bank since September 2010.2018.

BrianGiovinazzi

Age 6668

Mr. Giovinazzi has been Executive Vice President and Chief Credit Officer of Provident Bank since December 2008.

JohnKamin

Age 63 Kuntz

Mr. Kamin has been Executive Vice President and Chief Information Officer of Provident Bank since May 2017, and prior to that time, he was Executive Vice President and Chief Information Officer of Old National Bank located in Evansville, Indiana since 2011.

JohnKuntz

Age 6567

Mr. Kuntz has been Senior Executive Vice President, General Counsel and Corporate Secretary of Provident and Senior Executive Vice President and Chief Administrative Officer of Provident Bank since January 2019, and prior to that time, he was Executive Vice President, General Counsel and Corporate Secretary of Provident and Executive Vice President and Chief Administrative Officer of Provident Bank since January 2011.

GeorgeLista

Age 6163

Mr. Lista has been President and Chief Executive Officer of Provident Protection Plus, Inc. (formerly SB One Insurance Agency, Inc.), a wholly owned subsidiary of Provident Bank, since 2001. Prior to that time, he was Chief Operating Officer of SB One Insurance Agency, Inc. Mr. Lista has over 35 years of experience in the insurance industry.

ThomasM. M. Lyons

Age 5658

Mr. Lyons has been Senior Executive Vice President and Chief Financial Officer of Provident and Provident Bank since January 2019, and prior to that time, he was Executive Vice President and Chief Financial Officer of Provident and Provident Bank since January 2011.

JosephineMoran

Age 57Bennett MacDougall

Ms. MoranAge 51

Mr. MacDougall has been ExecutiveSenior Vice President – Chief Corporate Services and Consumer Lending OfficerGeneral Counsel of Provident Bank, General Counsel of Beacon Trust, and Deputy General Counsel of Provident Financial Services, Inc. since August 2020, and prior to that time was Executive Vice President -Director of Retail Banking of Provident Bank since August 2018. Prior to that time, she was Senior Vice President - Regional Manager Retirement Services for Webster Bank since 2016. She2021. He previously served as Executive Vice President -Managing Director and Associate General Counsel of Retail for ColumbiaThe Bank of New York Mellon since October 2015.

Valerie O. Murray

Age 4648

Ms. Murray has been President of Beacon Trust Company, a wholly owned subsidiary of Provident Bank, since February 2017, and Executive Vice President and Chief Wealth Management Officer of Provident Bank since January 2019. Prior to that time, she was Senior Vice President and Chief Wealth Management Officer of Provident Bank since February 2017. She previously served as Chief Operating Officer of Beacon Trust Company since January 2016.

Frank S. Muzio

Age 6769

Mr. Muzio has been Executive Vice President and Chief Accounting Officer of Provident Bank since February 2018, and prior to that time, he served as Senior Vice President and Chief Accounting Officer since 2011.

Carolyn Powell

Age 5557

Ms. Powell has been Executive Vice President and Chief Human Resources Officer since March 2020. She previously served as Vice President, Human Resources for Conduent, a leading business services and solutions company since 2017. Prior to that time she was a Director of Human Resources with Horizon Blue Cross Blue Shield of New Jersey.

Walter Sierotko

Age 5759

Mr. Sierotko has been Executive Vice President – Chief Lending Officer since April 2020, and prior to that time was Executive Vice President – Commercial Real Estate since November 2015. He previously held positions with Wells Fargo, Bank of New York and HSBC.

Ravi Vakacherla

Age 50

Mr. Vakacherla has been Executive Vice President, Chief Digital and Innovation Officer since July 2022. Prior to that time, he was Executive Vice President, Chief Transformation Officer with People’s United Bank.

CorporateEnvironmental, Social and Governance (“ESG”) Matters

Our board of directors and management are committed to maintaining sound corporate governance principles and the highest standards of ethical conduct. The board’s main responsibility is the oversight of the company’s management team, and the board has taken measures to ensure that the board’s composition, organization, and operation are designed to deliver strong performance for the company’s stockholders. We are in compliance with applicable corporate governance laws and regulations. The following

Our company is keenly aware of its responsibilities as a good corporate citizen to all of its stakeholders: its stockholders, customers, employees, and the communities we serve and in which we live and work. Among these responsibilities are some key featuresthe maintenance of ethical business practices in our everyday business dealings, adherence to transparency in our corporate governance practices:protocols, an ongoing focus on diversity and inclusion in our employment practices, and a recognition of the long-term benefits associated with reliance on sustainable resources in the operation of our branch banking offices and support locations. Provident is also cognizant of the challenges posed by the transition to a lower-carbon economy, and the potential impact of climate change on our business and our customers.

Our board of directors meets quarterly, or more often as may be necessary. The board of directors met ten times in 2020. There are five standing committeesGovernance/Nominating Committee leads oversight of the board of directors: the Audit,company’s ESG efforts. The Compensation and Human Capital and Risk Committees also play a critical role in overseeing elements of our ESG strategies.

The company formed its ESG Council in 2021. The ESG Council is led by Provident Bank’s General Counsel, and consists of senior representatives from the business as well as control functions. The aim of the ESG Council is to provide guidance to the organization with respect to industry best practices, emerging regulatory and corporate governance developments, and to better inform investors, customers, employees, and stakeholders of the company’s commitment to ESG issues. The ESG Council reports regularly to the Governance/Nominating Committee, the President and Chief Executive Officer and the executive leadership team, regarding the work of the Council and the progress it has made in building and implementing the ESG program.

Employee Experience

Attracting Top Talent

Provident has 1,124 full-time and 29 part-time employees. As part of our ongoing efforts to attract qualified, motivated, and diverse employees, Provident has adopted best-in-class practices so that underrepresented talent is consistently presented to hiring managers. We have expanded our recruitment reach to include additional local colleges, universities, and career fairs. We have also enhanced the employee onboarding process through automation and streamlined manager and employee tools. Provident tracks the employee-onboarding life cycle and partners with leaders to attract candidates who will be a good cultural fit for Provident.

Talent Review, Development and Succession Planning

Provident leadership engages in development discussions with employees to better clarify career aspirations, shares general feedback, and creates plans to help employees reach their career aspirations and achieve performance goals. Provident works with its leaders to help identify and cultivate employees that exhibit the guiding principles all future Provident leaders should exemplify. We also continually evaluate succession plans to ensure smooth continuity of leadership.

Leadership Development Programs

We recognize that strategic leadership development training provides an opportunity for first–level supervisors up to executive leaders to learn key skills that translate into successful business results. People leaders are offered a combination of instructor-led and web-based training on a variety of topics including but not limited to communication, performance management and talent management for leaders and future leaders. In 2022, we launched the Provident LEAD program, a leadership development program for high potential senior management in support of our succession management plans.

Internship Programs

Provident offers internship opportunities to students seeking a career in financial services. In 2022, we provided internship opportunities for 30 college students. During the ten-week program, students had the opportunity to work in various lines of business across the organization. Interns benefited from training, coaching, and mentoring, and interacting with executive leaders. Also in 2022, in continued partnership with INROADS, we reinforced the Bank’s commitment to diversity and inclusion. The partnership with INROADS offers internship opportunities to college students. INROADS is a leader in advancing underserved youth in corporate America. They offer talented, underrepresented youth a pathway from high school to college and throughout their career that helps to close opportunity and wealth gaps.

Employee Recognition Programs

The R.O.C. (“Recognizing Outstanding Commitment”) Awards Program is the company’s internal award program created to acknowledge and reward employees for exhibiting behaviors that support the mission, goals, values, initiatives, and Guiding Principles of our organization when interacting with internal and external customers. We recognize and reward several amazing employees every month who consistently go above and beyond in their day-to-day contribution to our organization. In 2022, 262 employees received ROC awards.

Volunteer Programs

“Commit to Care” is an employee engagement program that provides employees of the company with opportunities to contribute their unique talents, skills, and knowledge toward improving their communities. Through education, volunteerism, and meaningful engagement, participants aspire to bring about positive change. The company provides paid time off for volunteering that takes place during business hours. As part of the company’s benefits package, employees may donate up to 15 hours per year toward a charitable, civic, or school organization.

In 2022, we recorded more than 1,600 volunteer hours donated to over 100 organizations.

Jeans Days resulted in over $15,000 in donations in support of the American Heart Association (heart health), Doctors Without Borders & Save the Children (humanitarian aid to Ukraine), Hudson Pride Center & Bradbury-Sullivan LGBT Community Center (Pride Month/LGBT youth), Oasis (economic self-sufficiency for women and children), and Warrior Strong (veterans).

Employee Well Being and Benefits

Work-Life Integration Programs

Rather than drawing a line between work-life and personal life, we strive to provide employees with viable options that include volunteer time, paid vacation time and leave entitlements. Employees can also work with their managers to engage in several alternative work schedules based on the functions they perform. Options include some remote or hybrid work. As a company with strong ties to the community, we wholly support employees taking time to give back and encourage a healthy balance of vacation utilization so employees can take care of themselves, their families and create meaningful contributions when they are at work.

Financial Well-Being

We believe that an employee’s financial circumstance should not be an impediment to their access to education. Our Tuition Education Assistance Program provides for advance disbursement of up to $250 per credit up to 12 credits (maximum $3,000 per year) for undergraduate courses leading to an associate or bachelor’s degree. The program offers reimbursement of up to $500 per credit up to 12 credits (maximum $5,000 per year) for graduate courses leading to an MBA or Master’s business related degree.

Additionally, after three months of employment, employees can benefit from our Student Loan Paydown Program to assist with outstanding education debt. This program offers eligible employees the option to receive $100 per month, for up to 60 months (maximum $6,000) in the repayment of student loans. Employees may also be eligible to receive continuing education assistance and, for certain functions, the option to increase their base salary after the completion of professional certification programs.

Employees also share in our financial success while preparing for retirement through the Employee Stock Ownership Plan, or ESOP. The ESOP gives employees an opportunity to accumulate

shares of our common stock and is 100% funded by the company. To further assist our employees with retirement planning, our 401(k) plan has a 25% company match on the first 6% of eligible compensation deferred.

Physical and Emotional Well-Being

In recognition of our on-going commitment to creating a healthier workplace for our employees, we were recognized as a gold award winner in Aetna’s Workplace Well-being program. In addition to our robust health and wellness benefits, we promote emotional well-being as a part of overall health. In 2022, we introduced TalkSpace for individuals to reach qualified mental health professionals through alternative text channels.

ProvidentWomen

The ProvidentWomen program was established in 2014 and is committed to providing the resources to allow all women in the company the opportunity to grow personally and professionally through education, networking events and volunteer opportunities in an environment of inclusion and acceptance. In 2022 ProvidentWomen hosted programs that equaled over 1000 employee hours. The program provided webinars which included topics like dressing for success, a fireside chat with a female CEO and situational awareness. In addition, employees were invited to a summer series focusing on succession planning that included an overview from our Chief HR Officer, career path insights from women in Information Technology and Governance/Nominating Committees.Commercial Lending and tips on internal job postings. ProvidentWomen also selected 15 women to enter a Leadership Development Program with three workshops and executive coaching. Additionally, ProvidentWomen hosted two in person events, a chat with male leadership and a golf clinic for customer–facing employees. ProvidentWomen gave back to the community with a diaper drive, school supply drive, toy drive and gift card drive for Oasis, A Haven for Women and Children. ProvidentWomen hosted a masterclass for 40 women at the center to help with resume building and interview skills.

Provident Salutes

In 2022 Provident announced the formation of our newest employee resource group (ERG), Provident Salutes. The Provident Salutes ERG is led by our very own proud veterans. The mission of Provident Salutes is to embrace the proud community of employee veterans, military family members, and military advocates, while providing a platform for education and support for veterans in the workplace. In addition, the ERG will develop and recommend programs to enrich veteran’s experiences, increase awareness of veterans contributions, expand Provident’s reach with veteran and military organizations in the community, and provide networking opportunities with veterans across the organization.

Diversity, Equity and Inclusion

Our Commitment to Diversity, Equity and Inclusion

We recognize the importance of maintaining a socially and culturally diverse employee base. Diversity in the workplace provides a unique opportunity to obtain a variety of perspectives, experiences and resources that better reflect the customers and communities we serve. We are proud of our diverse workforce, including the fact that women hold approximately 60% of all managerial positions. As part of our ongoing commitment to enhance the employee experience and promote diversity, equity and inclusion initiatives, we continue to develop initiatives that embrace diverse perspectives and further create an environment of inclusion and belonging.

Diversity is a thread throughout our culture, employee experience initiatives and our community. Under the direction of the HR and Diversity Business Partner, we implemented multiple programs and initiatives including launching diversity education for all employees designed to promote a work environment in which employees can work effectively with others, regardless of their background. Our Summer Intern Program recruitment had an emphasis on a broader applicant base, in partnership with INROADS and local universities and colleges, resulting in an intern class that was over 60% diverse students.

A diversity calendar was introduced to promote diverse holidays throughout the year for employees and customers. In partnership with several chambers of commerce and other organizations we are committed to share employment opportunities and expand diversity recruiting initiatives. In 2022 we announced the formation of our Diversity Council, serving as a cross-functional representation of our organization. Council members partner with organizational stakeholders on the development and implementation of DEI initiatives, which will align with our overall employee experience and business strategies. Lastly, we received the 2022 DEI Trailblazers Award in the category of “Emerging DEI Influencer”. The African American Chamber of Commerce and New Jersey Chamber of Commerce designated this award to recognize the efforts that we have made in multiple diversity areas as a company.

Building A High Performing Culture

We have consistently described the fundamental values and strategies we use to grow our business. Adhering to these beliefs allows us to drive organic growth and manage our balance sheet in a safe and sound manner. Our performance and accomplishments are driven by our commitment to our employees, customers, communities, and stockholders. Fostering a high-performing culture enables us to stay ahead of our customers’ needs. We challenge our teams to be critical thinkers, problem solvers, and innovators. A vibrant culture also requires empathy and respect. Simply stated, our brand promise defines our relationships with our stakeholders and partners.

Elevating The Employee Experience

Ultimately, our people are the foundation of our success. Our employees have dedicated themselves to the pursuit of excellence by adopting our Guiding Principles and living our values every day. They are the ones who serve our customers and communities, execute our strategy, assess opportunities, manage risk, and drive innovation to enable us to build for the future.

Financial Literacy Efforts

EverFi

The company has partnered with global education technology leader EverFi to provide financial literacy programs to high schools within the communities we serve. Through the partnership, we were able to offer free access to over 20 digital courses in a wide variety of subjects to students in grades K through 12.

Financial Wellness Center

The company provides this online resource to provide visitors with an engaging learning experience relating to critical personal financial topics, such as building emergency savings, mortgage education and retirement planning.

Supporting Affordable Housing

The Community Reinvestment Act (“CRA”) encourages depository institutions to help meet the credit needs of the communities in which they operate, including low-and moderate-income neighborhoods, consistent with safe and sound banking operations.

Among its recent CRA activities, in 2022 the company awarded approximately $950,000 in funding multiple organizations as

part of the New Jersey Department of Community Affairs, Neighborhood Revitalization Tax Credit Program. The nonprofit organizations used the funding to implement revitalization plans addressing housing and economic development, providing opportunities for entrepreneurs to start businesses and job training for local residents, as well as complementary activities such as social services, recreation activities, and open space improvements.

Provident has also made various donations to or under the State of New Jersey Neighborhood Revitalization Tax Credit Program, Pennsylvania Neighborhood Partnership and Senior Housing Crime Prevention Foundation. In December 2022, we donated an office building valued at approximately $1.8 million to New City Kids, a 501(c)(3) charitable organization that provides after-school programming for local low-income youth. The organization will use the facility to provide after-school programming and other services to the youth living in this low-to-moderate income community, including an after-school program and tutoring, as well as for its administrative offices. In addition to the donation, the Foundation has committed to providing funding/financing in the amount of $100,000 to assist with renovations needed to retrofit the building to suit the needs of and uses by New City Kids.

We take seriously our commitment to integrate environmentally conscious considerations into our business strategy and institutional values. Our ESG Council is responsible for developing and reporting to the board on our progress, and we continually evaluate our ESG initiatives in consultation with the Board. We know that advancements toward becoming a more sustainable enterprise tend to be incremental rather than sweeping, but we are confident that the introduction of practices to reduce our carbon footprint will enable us to grow our business in a responsible and sustainable way. We are exploring different ways in which we might lower or mitigate the effects of our business and operations on the climate.

The ESG Council will continue to assess opportunities to grow the business responsibly. We have endeavored to reduce our carbon footprint at our administrative and operations headquarters, and throughout our network of 95 branch offices and located throughout New Jersey, New York, and Pennsylvania. Our efforts to date have focused mainly on recycling and waste reduction to reduce our overall impact on the climate. We continue to assess ways in which we can further lower our carbon emissions. The following reflects estimated environmental benefits of our shredding and recycling program for 2022.

In an effort to reduce our emissions, Provident Bank has secured Green-e Certified Renewable Energy Certificates (“REC’s”) to offset 100% of our directly contracted projected electricity load from January 1, 2022 through December 31, 2024. In total, Provident Bank has secured 7,465 RECs, which displaces 7,465,000 kWh of electricity, equivalent to removing an estimated 595,287 gallons of gasoline consumed.

Board Composition and Skills

The following matrix provides information regarding members of our board of directors, including certain types of Provident Bank meets monthly at least 11 timesknowledge, skills, experiences and attributes possessed by one or more of them which our board has determined to be relevant to our business and structure. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a year, as required by New Jersey banking law.particular skill is not listed does not mean that a director does not possess the skill. In addition, the lack of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director is unable to contribute to the decision-making process in that area. The degree and type of knowledge, skills, and experience listed below may vary among the board members.

All directors attended 100% of the total number of meetings held by the board of directors and all committees of the board on which they served (during the period they served) in 2020. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended 100% of the aggregated total number of meetings in 2020. We have a policy requiring each director to attend the Annual Meeting of Stockholders. All persons serving on the board of directors at the time of the Annual Meeting of Stockholders held on April 23, 2020 participated in the meeting which was a virtual only meeting.

Skill				# of Directors
Audit/Financial		Experience in finance, accounting and/or auditing
Commercial/Real Estate Knowledge		Knowledge of real estate markets and financing
Environmental, Social & Governance		Experience with ESG practices
Executive Experience		Experience managing a sophisticated organization
Industry Knowledge		Experience in banking, investment management and/or insurance
Risk		Experience in management of business risk at a complex organization
Technology/Cyber		Knowledge of cybersecurity, innovative technology and information technology

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		20

Board Leadership Structure

Our board of directors believes that combining thehaving an Executive Chairman, and Chief Executive Officer positions, together with the appointment of an independent Lead Director, is the appropriate board leadership structure for our company. Carlos Hernandez currently serves as the Lead Director. Mr. Hernandez will retire from the board of directors following the Annual Meeting and the board of directors will appoint a new Lead Director who will be an independent director. Christopher Martin serves as our Executive Chairman. Our board of directors has determined that the Chief Executive OfficerChairman is most knowledgeable about our business and corporate strategy, and is in the best position to lead the board of directors, especially in relation to its oversight of corporate strategy formation and execution. Management accountability and our board’s independence from management are best served by maintaining a super majority of independent directors, electing an independent Lead Director, and maintaining standing board committees that are comprised of independent leadership and members. The Lead Director plays an important role on our board of directors and has the following responsibilities:

Corporate Governance

Our board of directors meets quarterly, or more often as may be necessary. The board of directors met ten times in 2022. There are five standing committees of the board of directors: the Audit, Compensation and Human Capital, Governance/ Nominating, Risk and Technology Committees. The board of directors of Provident Bank meets monthly at least 11 times a year, as required by New Jersey banking law.

All directors attended 100% of the total number of meetings held by the board of directors and all committees of the board on which they served (during the period they served) in 2022. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended 100% of the aggregated total number of meetings in 2022. We have a policy requiring each director to attend the Annual Meeting of Stockholders. All persons serving on the board of directors at the time of the Annual Meeting of Stockholders held on April 28, 2022 participated in the meeting which was a virtual only meeting.

The five standing committees are described in greater detail below, including the names of the committee chairs and the directors currently serving on the committees, a summary of each committee’s duties and responsibilities and notes regarding the number of meetings held in 2022.

The following are some additional key features of our corporate governance practices:

Our entire board of directors is engaged in risk management oversight. A separate standing Risk Committee of the board facilitates our board’s risk oversight responsibilities. The current members of the Risk Committee are: Ms. Brooks (Chair) and Messrs. Adamo, Berry, Dunigan and McNerney. Each member of the Risk Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. The Risk Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. The Committee met seven times during 2020.

Our Governance/Nominating Committee identifies nominees for director by first assessing the performance, qualifications and skills of the current members of our board of directors willing to continue service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. A director is not eligible to be elected or appointed to the board of directors after reaching age 73. Accordingly, Carlos Hernandez was not eligible to be nominated for re-election by the stockholders at the Annual Meeting because of this age restriction.

In the case of a current member of the board of directors, prior to re-nomination an evaluation of the board member’s performance is conducted by the Governance/Nominating Committee using a written self-evaluation submitted by the current member. In addition, each other director provides input on each nominee in one-on-one interviews conducted by the Lead Director. The Lead Director provides feedback to each current member considered for re-nomination based on the input received from other directors and from the Governance/Nominating Committee.

If a vacancy should exist on our board, or if the size of the board is increased, the Governance/Nominating Committee will solicit suggestions for director candidates from all board members. In addition, the Governance/Nominating Committee is authorized by its charter to engage a third party to assist in the identification of director nominees. Persons under consideration to serve on our board of directors must have the highest personal and professional ethics and integrity.

Each year the board of directors conducts an evaluation of the board’s performance that seeks feedback from each director on the functioning of the board, including the board’s committee structure and leadership, culture, process, skills and resources. Typically, this evaluation is conducted using written questionnaires and the responses are reviewed with the Governance/Nominating Committee and at an executive session of the non-executive directors conducted by the Lead Director. In the past the board of directors has utilized, and annually considers the use of, a third party to assist in the annual performance evaluation.

Each committee of the board of directors conducts an annual written assessment of the committee’s performance which is reviewed by the committee and reported to the Governance/ Nominating Committee.

If a determination is made that an additional candidate is needed for our board, the Governance/Nominating Committee will consider candidates properly submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to the Corporate Secretary at Provident Financial Services, Inc., 111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. The Corporate Secretary must receive a submission not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting. A stockholder’s submission must be in writing and include the following information:

Stockholder submissions that are timely and that meet the criteria outlined above will be forwarded to the Chair of our Governance/Nominating Committee for further review and consideration. A nomination submitted by a stockholder for presentation at an Annual Meeting of our stockholders must comply with the procedural and informational requirements described later in this Proxy Statement under the heading “Advance Notice Of Business To Be Conducted at an Annual Meeting.”

Our Riskboard of directors believes that each director should have the confidence and support of our stockholders. To that end, we have a majority voting policy that applies in uncontested elections of directors at a stockholders’ meeting. The policy is not applicable in any contested director election. Under our majority voting policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at a meeting of stockholders shall promptly tender his or her proposed resignation following the certification of the stockholder vote.

The Governance/Nominating Committee receives regular reportswill consider the resignation and will recommend to the board whether to accept the resignation or take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” his or her election. The board will act on the Governance/Nominating Committee’s recommendation no later than 90 days following the certification of the stockholder vote. The company will publicly disclose the board’s decision and process in a periodic or current report filed with or furnished to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Governance/ Nominating Committee’s or full board’s deliberations, considerations or actions regarding whether or not to accept or reject the resignation or take any related action.

Our stockholders and any other interested party may communicate with the board of directors, the non-management directors, the Lead Director or with any individual director by writing to the Chair of the Governance/Nominating Committee, c/o Provident Financial Services, Inc., 111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. A communication from management,a stockholder should indicate that the author is a stockholder and, if shares of our common stock are not held of record, the letter should include appropriate evidence of stock ownership.

We have a Code of Business Conduct and Ethics that applies to each of our directors, officers and employees, including the Chief Risk Officerprincipal executive officer, principal financial officer, principal accounting officer, and Chief Information Security Officer,all persons performing similar functions. Compliance with our Code is essential and other standing board committees regarding interest rate, liquidity, credit, operational, compliance, technology, data securitypromotion of its principles of honesty, integrity and cyber risks,fair dealing, as well as other relevant riskscompliance with laws and regulations, is the actions takenresponsibility of each and every one of our directors, officers and employees. Our Code of Business Conduct and Ethics is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. Amendments to and waivers from our Code of Business Conduct and Ethics will also be disclosed on Provident Bank’s website.

Ethical Business Practices

Our Code of Business Conduct and Ethics outlines our shared values which challenge us to place the needs and well-being of the people we serve first. Everything we do is driven by managementour shared values that connect us across business units and functional areas of our business. These shared values shape our company’s culture, guiding and enabling each of us to adequately address and mitigate those risks.make a positive difference for all of our stakeholders. We have adopted the following Guiding Principles to assist us in our efforts:

Corporate Governance PrinciplesAct with Integrity

Be Accountable

Promote Teamwork

Pursue Excellence

Build for the Future

Our board of directors has adopted Corporate Governance Principles which are posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. These Corporate Governance Principles cover the general operating policies and procedures followed by our board of directors including:

The Corporate Governance Principles provide for our board of directors to meet in regularly scheduled executive sessions without management at least two times a year. Five executive sessions were conducted in 2020.2022. Carlos Hernandez, our Lead Director, presided over these executive sessions conducted by the non-management directors, all of whom are independent. Following these executive sessions, the Lead Director and another non-management director met with the Executive Chairman and the President and Chief Executive Officer to provide real time feedback from the session.

The New York Stock Exchange rules provide that a director does not qualify as independent unless the board of directors affirmatively determines that the director has no direct or indirect material relationship with the company. The New York Stock Exchange rules require our board of directors to consider all relevant facts and circumstances in determining the materiality of a director’s relationship with Provident and permit the board of directors to adopt and disclose standards to assist the board in making independence determinations. Accordingly, our board of directors has adopted Independence Standards to assist the board in determining whether a director has a material relationship with the company. These Independence Standards, which should be read with the New York Stock Exchange rules, are available on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

Our board of directors conducted an evaluation of director independence, based on the Independence Standards and the New York Stock Exchange rules. In connection with this review, our board of directors considered relevant facts and circumstances relating to relationships that each director and his or her immediate family members and their related interests had with Provident. In connection with its evaluation of director independence, the board considered the following relationships and transactions:

After its evaluation, our board of directors affirmatively determined that Ms. Foley and Ms. Leslie and Messrs. Adamo, Berry, Dunigan, Fekete, Gallagher, Harding, Hernandez, Leppert, McNerney, and Pugliese and Ms. Brooks and Ms. Foley are each an independent director. The board of directors determined that Messrs. Martin and Labozzetta are not independent because they serve as executive officers of Provident and Provident Bank.

Governance/Nominating Committee

The current members of our Governance/Nominating Committee are: Messrs. Hernandez (Chair), Berry, Fekete, and Gallagher. Each member of the Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. The Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. The Committee met five times during 2020.

The functions of our Governance/Nominating Committee include, among other things:

Our Governance/Nominating Committee identifies nominees for director by first assessing the performance, qualifications and skills of the current members of our board of directors willing to continue service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. In the case of a current member of the board of directors, prior to re-nomination an evaluation of the board member’s performance is conducted by the Governance/Nominating Committee using a written self-evaluation submitted by the current member and input from each other director obtained by the Lead Director. The Lead Director provides feedback to each current member being considered for re-nomination based on the input received from other directors.

If a vacancy should exist on our board, or if the size of the board is increased, the Committee will solicit suggestions for director candidates from all board members. In addition, the Committee is authorized by its charter to engage a third party to assist in the identification of director nominees. Persons under consideration to serve on our board of directors must have the highest personal and professional ethics and integrity.

Annual Board and Committee Performance Evaluations

Each year the board of directors conducts an evaluation of the board’s performance that seeks feedback from directors on the functioning of the board, including the board’s committee structure and leadership, culture, process, skills and resources. Typically, this evaluation is conducted using written questionnaires and the responses are reviewed with the Governance/Nominating Committee and at an executive session of the full board conducted by the Lead Director. In the past the board of directors has utilized, and annually considers the use of a third party to assist it in the annual performance evaluation.

Each committee of the board of directors conducts an annual assessment of its performance which is reported to the Governance/Nominating Committee.

Procedures for the Recommendation of Directors by Stockholders

If a determination is made that an additional candidate is needed for our board, the Governance/Nominating Committee will consider candidates properly submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to the Corporate Secretary at Provident Financial Services, Inc., 100 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. The Corporate Secretary must receive a submission not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting. A stockholder’s submission must be in writing and include the following information:

•TRANSACTIONS WITH CERTAIN RELATED PERSONS	the name and address of the stockholder as they appear on our books, and the number of shares of our common stock that are beneficially owned by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);
•	the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the candidate’s ownership should be provided);
•	a statement of the candidate’s business and educational experience;
•	such other information regarding the candidate as would be required to be included in our proxy statement pursuant to SEC Regulation 14A;
•	a statement detailing any relationship between the candidate and Provident, Provident Bank and any subsidiaries of Provident Bank;
•	a statement detailing any relationship between the candidate and any customer, supplier or competitor of Provident and Provident Bank;
•	detailed information about any relationship or understanding between the proposing stockholder and the candidate; and
•	a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

 

Stockholder submissions that are timely and that meet the criteria outlined above will be forwarded to the Chair of our Governance/Nominating Committee for further review and consideration. A nomination submitted by a stockholder for presentation at an Annual Meeting of our stockholders must comply with the procedural and informational requirements described later in this Proxy Statement under the heading “Advance Notice Of Business To Be Conducted at an Annual Meeting.”

Majority Voting Policy

Our board of directors believes that each director should have the confidence and support of our stockholders. To that end, we have a majority voting policy that applies in uncontested elections of directors at a stockholders’ meeting. The policy is not applicable in any contested director election. Under our majority voting policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at a meeting of stockholders shall promptly tender his or her proposed resignation following the certification of the stockholder vote.

The Governance/Nominating Committee will consider the resignation and will recommend to the board whether to accept the resignation or take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” his or her election. The board will act on the Governance/Nominating Committee’s recommendation no later than 90 days following the certification of the stockholder vote. The company will publicly disclose the board’s decision and process in a periodic or current report filed with or furnished to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Governance/Nominating Committee’s or full board’s deliberations, considerations or actions regarding whether or not to accept or reject the resignation or take any related action.

Stockholder and Interested Party Communications with the Board

Our stockholders and any other interested party may communicate with the board of directors, the non-management directors, the Lead Director or with any individual director by writing to the Chair of the Governance/Nominating Committee, c/o Provident Financial Services, Inc., 100 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. A communication from a stockholder should indicate that the author is a stockholder and, if shares of our common stock are not held of record, the letter should include appropriate evidence of stock ownership.

	PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		17

Back to Contents

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer, and all persons performing similar functions. Compliance with our Code is essential and promotion of its principles of honesty, integrity and fair dealing, as well as compliance with laws and regulations, is the responsibility of each and every one of our directors, officers and employees. Our Code of Business Conduct and Ethics is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. Amendments to and waivers from our Code of Business Conduct and Ethics will also be disclosed on Provident Bank’s website.

Corporate and Social Responsibility

Our company is keenly aware of its responsibilities as a good corporate citizen to all of its stakeholders: its stockholders, customers, employees, and the communities we serve and in which we live and work. Among these responsibilities are the maintenance of ethical business practices in our everyday business dealings, adherence to transparency in our corporate governance protocols, an ongoing focus on diversity and inclusion in our employment practices, and a recognition of the long-term benefits associated with reliance on sustainable resources in the operation of our branch banking offices and support locations.

Ethical Business Practices

Our Code of Business Conduct and Ethics outlines our shared values which challenge us to place the needs and well-being of the people we serve first. Everything we do is driven by our shared values that connect us across business units and functional areas of our business. These shared values shape our company’s culture, guiding and enabling each of us to make a positive difference for all of our stakeholders:

•	Integrity is the impartial and honest standard by which we make decisions and take actions, large and small, every day. In our business, integrity is a mandatory standard.
•	We promote teamwork and a collaborative environment, recognizing and giving appropriate credit for the contributions of others. We encourage open communication among our colleagues and emphasize a continuous dialogue.
•	We treat people with dignity and respect. We are diverse as both people and professionals, and our success depends on our mutual trust and teamwork. Diversity builds strength in our team to contribute to our highest capabilities.
•	We are accountable and take personal responsibility for our actions and for driving results with an emphasis on customer satisfaction, superior quality and exceptional accuracy. We hold ourselves accountable for our results. We accept responsibility for any oversights, and strive to solve the problem.
•	We are committed to the success of our customers, no matter what job we hold, where we’re located, or whether we work alone or as part of a team. A customer is potentially any internal or external party to whom we have a responsibility to help succeed.

Our company’s commitment to good corporate citizenship is a fundamental part of creating sustained value for our stakeholders. We also value opportunities to give back to our communities through volunteer activities with non-profits and other organizations throughout the markets we serve, as well as through monetary donations made by our company and The Provident Bank Foundation.

Corporate Governance

Our company has formulated and maintains a series of Corporate Governance Principles designed to promote the effective operation of our board of directors while also providing a framework for the conduct of the company’s business in accordance with the highest ethical standards in a manner designed to enhance the long-term value of the company. We perceive these principles as dynamic and, as such, our board of directors renews them annually to ensure that they adequately address evolving business and regulatory conditions.

Diversity and Inclusion

We recognize the importance of maintaining a socially and culturally diverse employee base. Diversity in the workplace provides a unique opportunity to obtain a variety of perspectives, experiences and resources that better reflect the customers and communities we serve. It is the company’s expectation that our continued actions and behaviors result in a working environment which encourages and respects diversity and provides an equal opportunity for employment, development and advancement for those qualified. We base employment decisions on merit, considering qualifications, skills and achievements. We treat our co-workers fairly and with respect.

Our company is committed to fostering a safe working environment, which promotes diversity and is free from harassment or discrimination of any kind. We are proud of our diverse workforce, including women holding 62% of all managerial positions. We support programs like ProvidentWomen which advances personal and professional growth for women in business through education, networking events and volunteer opportunities.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		18

Back to Contents

Transactions With Certain Related Persons

Federal laws and regulations generally require that all loans or extensions of credit by Provident Bank to directors and executive officers must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. However, regulationsRegulations also permit directors and executive officers to receive the same terms through benefit or compensation plans that are widely available to other employees, as long as the director or executive officer is not given preferential treatment compared to participating employees.

 

As of December 31, 2020,2022, Provident Bank had aggregate loans and loan commitments totaling $1.17$2.49 million to its executive officers or their related entities, none of which originated in 2020. While it2022. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. It is the policy of Provident Bank that no loan or extension of credit of any type shall be made to any member of the board of directors or their immediate family, or to any entity which is controlled by a member of the board of directors or their immediate family it has been determined that loans to a director or his or her related interests made prior to the director’s service on our boardand none existed as of directors may be grandfathered under the policy.

Mr. Leppert’s accounting firm and a real estate company that he has a financial interest in have commercial loans with Provident Bank, which were made by SB One Bank prior to its merger with Provident Bank. He also has a home equity line of credit with no loan balance. These loans were made prior to Mr. Leppert becoming a member of our board of directors and were made in the ordinary course of business, on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable features.December 31, 2022.

 

Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independence determinations.

 

Anti-Hedging PolicyOur insurance agency subsidiary, Provident Protection Plus, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $232,383 to that real estate management company in 2022.

 

ANTI-HEDGING POLICY

Our stock trading policy prohibits our directors, officers and employees from engaging in any transaction designed to hedge or offset the economic risk of owning shares of our common stock. Accordingly, any hedging, derivative or other similar transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of our common stock would affect the value of the shares of common stock owned by a director, officer or employee, is prohibited. In addition, the policy provides that our directors, officers and employees should avoid pledging their shares of our common stock as collateral for a margin account or loan.

 

Technology Committee

STOCKHOLDER ENGAGEMENT AND FEEDBACK

 

The current members

Provident engages with stockholders to better understand their perspectives on topics including corporate governance, ESG strategy, and executive compensation. In 2022, we concentrated our outreach efforts on five institutional holders, which represented approximately 20% of our Technology Committee are: Messrs. Pugliese (Chair) and Harding and Ms. Brooks and Ms. Foley. Each memberownership as of the Technology Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards.

The Technology Committee assists the board of directors in its oversight responsibility of our technology strategy, including trends and significant investments, and technology-related risks, including cyber and data security risks. The Technology Committee met four times in 2020. Our Technology Committee operates under a written charter approved by our board of directors, which is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.December 31, 2022.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		1928

Back to Contents

Audit Committee Matters

 

Audit Committee

The current members of our Audit Committee are: Messrs. Fekete (Chair), Adamo, Dunigan, and Leppert, and Ms. Foley. Each member of the Audit Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards and under SEC Rule 10A-3.

The duties and responsibilities of the Audit Committee include, among other things:

•	sole authority for retaining, overseeing and evaluating a firm of independent registered public accountants to audit Provident’s annual financial statements;
•	in consultation with the independent registered public accounting firm and the internal auditor, reviewing the integrity of Provident’s financial reporting processes, both internal and external;
•	reviewing the financial statements and the audit report with management and the independent registered public accounting firm;
•	reviewing earnings and financial releases and quarterly and annual reports filed with the SEC; and
•	approving all engagements for services by the independent registered public accounting firm.

Our Audit Committee met fourteen times during 2020. The Audit Committee reports to our board of directors after each meeting on its activities and findings. The board of directors believes that Messrs. Adamo, Fekete, and Leppert each qualify as an Audit Committee financial expert as that term is defined in the rules and regulations of the SEC.

Audit Committee Report

 

Pursuant to rules and regulations of the SEC, this Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Provident specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

 

Our Audit Committee operates under a written charter approved by our board of directors, which is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

 

Management has primary responsibility for the internal control and financial reporting process, and for making an assessment of the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm is responsible for performing an independent audit of our company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue an opinion on those financial statements, and for providing an attestation report on the company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

 

As part of its ongoing activities, our Audit Committee has:

 

•	reviewed and discussed with management, and our independent registered public accounting firm, the audited consolidated financial statements of Provident for the year ended December 31, 2020;2022;
•	discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 Communications with Audit Committees, as amended, and as adopted by the Public Company Accounting Oversight Board; and
•	received and reviewed the written disclosures and the letter from our independent registered public accounting firm mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm its independence from Provident.

 

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited consolidated financial statements for the year ended December 31, 20202022 and related notes be included in Provident’s Annual Report on Form 10-K for the year ended December 31, 20202022 and filed with the SEC. In addition, the Audit Committee approved the re-appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021,2023, subject to the ratification of this appointment by our stockholders.

 

THE AUDIT COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.

 

Frank L. Fekete (Chair)

Robert Adamo
James P. Dunigan
Ursuline F. Foley

Edward J. Leppert
Nadine Leslie

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		2029

Back to Contents

Compensation

Committee Matters

Compensation and Human Capital Committee Additional Matters

Compensation Committee Interlocks and Insider Participation

 

The currentMessrs. Dunigan, Gallagher, Harding, Leppert and Pugliese served as members of ourthe Compensation and Human Capital Committee (“Compensation Committee”) are: Messrs. Harding (Chair), Dunigan, Gallagher and Pugliese. Each member of the Compensation Committee has been determined to be independent as defined in the New York Stock Exchange corporate governance listing standards. The Compensation Committee is responsible for reviewing the performance of, and the compensation payable to, our named executive officers, including the Chief Executive Officer; the compensation payable to our non-management directors; management development and succession planning; human capital management oversight, including diversity and inclusion and pay equity; and reviewing and evaluating incentive compensation plans and risks associated with such plans. The Compensation Committee is also responsible for the engagement of the compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). The Compensation Committee’s oversight of our incentive compensation plans includes setting corporate performance measures and goals consistent with principles of safety and soundness, approving awards and administering long-term equity awards. The Compensation Committee met six times during 2020.

Director compensation is established by our board of directors upon the recommendation of the Compensation Committee and is discussed in this Proxy Statement under the heading “Director Compensation.”

The Compensation Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

Compensation Committee Interlocks and Insider Participation

Messrs. Dunigan, Gallagher, Harding, and Pugliese and Ms. Brooks served as members of the Compensation Committee during 2020.2022. None of these directors has ever been an officer or employee of Provident and, none of them are executive officers of any other entity where one of our executive officers serves on the compensation committee or the board of directors, or which had any transactions or relationships with us in 20202022 that would require specific disclosures in this Proxy Statement under SEC rules.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		2130

Back to Contents

Compensation Discussion and Analysis

 

	TABLE OF CONTENTS

	Overview		2231
	Executive Summary		2332
	Strategic Highlights		2332
	Key Executive Compensation Actions		2433
	Compensation Consultants		2434
	Executive Compensation Philosophy		2534
	Benchmarking and Peer Groups		2534
	Role of Management		2535
	Elements of 20202022 Executive Compensation		2635
	Elements of Post-Termination Benefits		3040
	Executive Stock Ownership GuidelinesRequirements		3142
	Prohibition on Hedging		3142
	Clawback Policy		3242
	Risk Assessment		3242
	Tax Deductibility of Executive Compensation		3243
	Compensation and Human Capital Committee Report		3343

 

Overview

 

The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing Provident’s compensation programs, as well as the compensation determinations and rationale for those determinations relating to our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers. We have also included in the Summary Compensation Table Donald W. Blum, a former executive officer of Provident Bank who retired effective March 9, 2020, and Anthony J. Labozzetta who joined us as President and Chief Operating Officer on August 1, 2020 following the acquisition of SB One Bancorp.officers for 2022. These individuals named below are collectively referred to as our “named executive officers”:

 

Name	Title
CHRISTOPHER MARTIN	Executive Chairman (served as Chairman and Chief Executive Officer of Provident Financial Services, Inc. and Provident Bank during 2021)(1)
ANTHONY J. LABOZZETTA	President and Chief Executive Officer (served as President and Chief Operating Officer of Provident Financial Services, Inc. and Provident Bank during 2021)(1)
THOMAS M.LYONS	Senior Executive Vice President and Chief Financial Officer of Provident Financial Services, Inc. and Provident Bank
JOHN KUNTZ	Senior Executive Vice President, General Counsel and Corporate Secretary of Provident Financial Services, Inc. and Senior Executive Vice President and Chief Administrative Officer of Provident Bank
VALERIE O. MURRAY	Executive Vice President and Chief Wealth Management Officer of Provident Bank and President of Beacon Trust Company
WALTER SIEROTKO	Executive Vice President and Chief Lending Officer of Provident Bank
DONALD W. BLUM	Former executive officer of Provident Bank who retired effective March 9, 2020.

 

www.provident.bank

(1)

In accordance with our established executive succession plan, effective January 1, 2022 Anthony Labozzetta assumed the role of President and Chief Executive Officer and Christopher Martin became Executive Chairman.

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		2231

Back to Contents

Executive Summary

 

Our executive compensation program is designed to align pay with performance in a manner consistent with safe and sound business practices and sustainable financial performance consistent with the interests of our stockholders. The key features of our executive compensation program are:

 

•	A pay for performance philosophy aligning executive compensation with business strategies and generating stockholder returns;
•	Executive salaries and total compensation evaluated based on peer group data using a regional group of publicly-traded banks of comparable size and business model;
•	Annual cash incentive compensation opportunities tied to key corporate performance goals established by the Compensation Committee;
•	Long-term incentive compensation opportunities tied to key corporate performance goals established by the Compensation Committee, subject to a relative total stockholder return modifier, over a multi-year period;
•	A significant portion (at least 75%) of the value of equity grants to our named executive officers are performance-based;
•	No dividends are paid on stock awards subject to either time-vesting or performance-vesting conditions unless and until the awards have vested;
•	No dividends are paid on time-vesting stock awards until the awards vest;
•	Incentive compensation plans that provide for risk mitigation and accountability, authorizing our Compensation Committee to condition incentive compensation awards with clawback, deferral, and adjustment provisions, and settlement in stock subject to holding periods;
•	Executives are subject to robust share ownership guidelines;
•	Executives are prohibited from engaging in hedging transactions to offset the economic risk of owning our common stock;
•	Perquisites are limited;
•	No excise tax gross-ups, pursuant to Section 280G of the Internal Revenue Code, are contained in employment, change in control agreements or any other executive compensation arrangements;
•	Active oversight by the Compensation Committee consisting solely of independent directors; and
•	Assistance regularly provided to the Compensation Committee by an independent compensation consultant selected by the Compensation Committee.

 

Strategic Highlights

 

Our Compensation Committee believes that executive compensation should be linked to Provident’s overall strategic success and financial performance and the contribution of its executives to that success.

 

Highlights of Provident’s 20202022 strategic operating and financial performance include:

 

•	DespiteIn September of 2022, Provident announced a merger agreement to combine with Lakeland Bancorp, Inc. creating the challenging operating environment attributable to the COVID-19 pandemic,premier super-community bank in our executives and their teams continued to deliver products and services to, and work with, our customers in a manner designed to protect the well-being and safety of our customers and employees, including providing employees with the tools to work remotely.region.
•	Our executive team successfully completedProvident reported record financial results for 2022. For the merger of SB One Bancorpyear ended December 31, 2022, net income totaled $175.6 million, or $2.35 per basic and SB One Bank (the “SB One acquisition”), as well as the related systems integration. This acquisition resulted in an increase in total assets of $2.20 billion, total loans of $1.77 billion and total deposits of $1.76 billion.diluted share.
•	Our annualized return on average assets for all of 20202022 was 0.86% and was 1.25% for the fourth quarter of 2020, inclusive of the impact of the SB One acquisition.
•	1.32%. Our annualized return on average tangible equity for all of 20202022 was 9.28% and was 14.10% for the fourth quarter of 2020.
•	15.56%. Our 2022 net interest margin (net interest income divided by average interest earning assets) was 3.09%increased 37 basis points to 3.37% compared to 3.00% for 2020 despite a persistent low interest rate environment.2021.
•	Loan originations totaled a record $3.50 billion for 2020, compared to $2.83 billion in 2019. We actively participated in the Paycheck Protection Program (“PPP”), with approximately 1,300 PPP loans totaling $473.2 million atTotal assets as of December 31, 2020.2022 were $13.8 billion, a $2.2 million increase from December 31, 2021.
•	Total deposits increased $2.74 billion to $9.84 billion for 2020, including $1.76 billion acquired in the SB One acquisition and total core deposits represented 88.9% of total deposits at December 31, 2020.
•	Our team effectively managed credit risk and asset quality in spite of the COVID-19 pandemic and its impact on borrowers with non-performing assets at a manageable level totaling $91.6 million, or 0.71% of total assets at year-end 2020. Net charge offs as a percentage of average loans outstanding was six basis points for 2020.
•	We maintained our regular quarterly cash dividend of $0.23to stockholders to $0.24 per share throughout 2020.in 2022.
•	Our capital position remained strong, and we exceeded all regulatory requirements for well capitalizedwell-capitalized status.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		2332

Back to Contents

Key Executive Compensation Actions

 

The Compensation Committee regularly reviews the components of our executive compensation program with advice from its independent compensation consultant and after giving due consideration ofto the most recent nonbinding stockholder advisory vote on executive compensation, which resulted in a favorable vote of approximately 95% of the votes cast on the matter, no material changes were made to the program.matter.

 

Highlights of key compensation actions taken in 20202022 were:

 

•

20202022 Base Salary: As a result of the change in Mr. Martin’s role from Chief Executive Officer to Executive Chairman in 2022, his base salary was changed to $450,000 from $797,000. Mr. Labozzetta’s base salary was increased 7.4% from $605,000 to $785,000 in 2020, representing a 3.0% increase.$650,000, reflecting his 2022 appointment to President and Chief Executive Officer from President and Chief Operating Officer. The other named executive officers received salary increases of 3.1%2.9%, 12.2%, 22.7%2.9% and 9.3%7% for Messrs. Lyons, Kuntz and Sierotko and Ms. Murray, respectively. Mr. Kuntz’ base salary increase was performance-related and recognized his assumption of a leadership role in key strategic projects. Mr. Sierotko’ base salary increase was promotion-related as he assumed the Chief Lending Officer position in April of 2020. Ms. Murray’s increase in base salary was reflective of her strong performance in the prior year and to maintain competitive positioning of her fixed pay with that of peers in the wealth management business. Mr. Labozzetta’s base salary was established at $584,120 upon joining Provident on August 1, 2020 as President and Chief Operating Officer, which salary was consistent with his base salary at SB One Bancorp and SB One Bank prior to the merger.

•

20202022 Cash Incentives: As Executive Chairman, Mr. Martin did not participate in the annual cash incentive plan in 2022. Mr. Labozzetta earned a cash incentive equal to 94.9%100.92% of his base salary, or $744,795, representing 118.59%134.56% of his Targettarget opportunity. This represented a cash incentive based on attainment of overall corporate results that were above Target against established performance goals for 2020. Messrs. Kuntz Lyons and Sierotko and Ms. MurrayLyons each earned a cash incentive of 62.4%67.28% of base salary. The 2020 cash incentive payments to these named executive officers represent payoutssalary, representing 134.56% of 124.84% of the Targettarget opportunity. Mr. LabozzettaMs. Murray earned a cash incentive of 67.1%13.46% of base salary, or $391,720, a pro-rata portionrepresenting 26.91% of target opportunity. Ms. Murray’s cash incentive is based primarily on the financial performance of our wealth business which was earned under the former SB One Bancorp incentive plan due to hisadversely impacted by equity and bond market performance with SB One Bancorpin 2022.

•

2022 Cash Plan Incentive Metrics, Weightings and SB One Bank prior to the SB One acquisition. His payout represented 122.9% of his Target opportunity.Performance:

Metric		Weight		Threshold				Target				Max				Achievement*
Net Income (in millions)		40%		$	127.8			$	142.0			$	154.8			$	179.8
Expense Ratio		20%			1.90%				1.85%				1.82%				1.88%
EPS		40%		$	1.67			$	1.86			$	2.03			$	2.40
		100%
Cash Incentive Plan Achievement - Target Plus													134.56%
*Reflects allowable adjustments under the plan consisting of merger-related charges

•	20202022 Long-Term Incentives: In 2020, Mr. MartinLabozzetta’s equity was granted entirely in the form of performance-vesting stock awards, valued at $588,750, at Target, whichwith a target grant date value of $650,000 and the eligibility to vest at the end of a three-year period based upon the achievement of performance goals which include projections of a multi-year return on core average assets and return on average tangible equity. The return on average tangible equity performance is subject to a modifier based on relative total stockholder return (TSR) using an indexed peer group. These performance-basedAs a reward for his prior performance as Chief Executive Officer, Mr. Martin received a grant of three-year performance-vesting awards represented 75%subject to the same performance criteria applicable to Mr. Labozzetta’s awards with a target grant date value of the$597,750 and a grant of three-year time-vesting stock options with a grant date value of $199,250. Going forward, Mr. Martin will not participate in the long-term equity award component of his pay. Mr. Martin was also granted stock options valued at $196,250 which vest over three years, or 25% of the value of his long-term equity award. The otherplan. Our remaining named executive officers (Lyons, Kuntz, Sierotko and Murray) were granted 75% of the value of their long-term equity in performance-vesting stock awards that vest at the end of a three-year period based uponwith the same performance goals and modifierdesign as applicable to Mr. Martin’sLabozzetta’s awards, and 25% of the value of their long-term equity in time-vesting stock that vestvests over three years. Mr. Labozzetta was not granted any long-term equity awards under the company’s plan in 2020 as he joined Provident after the 2020 long-term equity grants were made.
•
•	Vesting of Long-Term Incentives for the 2018-20202020-2022 Vesting Period: Performance-vesting stock awards for the 2018-20202020-2022 performance period vested on March 5, 2021.3, 2023. For that three-year measurement period, the company achieved performance above the Thresholdat maximum level but below Target onfor both the cumulative Average Core Return on Average Assets and the cumulative Average Core Return on Tangible Equity goals. The Total Shareholder Return modifierOur TSR was belowabove the 25th percentile andbut below the 80%75th percentile so no modifier was applied to the performance-vesting grants attributable to the cumulative Average Core Return on Average Tangible Equity goal. Consequently, the shares vested at approximately 75%150% of Target.target.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		33

Back to Contents

Compensation Consultants

 

Our Compensation Committee retained the services of FW Cook to assist with compensation planning and analysis. FW Cook was retained by and reported directly to the Compensation Committee and did not perform any other services for Provident, Provident Bank or their affiliates or their management. The Compensation Committee periodically meets with its compensation consultant in executive session without management.

 

The Compensation Committee considered the independence of FW Cook in light of SEC rules and New York Stock Exchange corporate governance listing standards, and received a report from FW Cook addressing the independence of the firm and its consultants, which included the following factors: (1) that no other services were provided to Provident; (2) fees paid by Provident as a percentage of the firm’s total revenue; (3) policies or procedures maintained by the firm that are designed to prevent a conflict of interest; (4) that there were no business or personal relationships between the firm and its consultants and any member of the Compensation Committee; (5) any company stock owned by the firm and its consultants; and (6) that there were no business or personal relationships between Provident’s executive officers and the firm and its consultants. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its consultants involved in the engagement did not raise any conflict of interest and concluded that they were independent Compensation Committee consultants.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		24

Back to Contents

Executive Compensation Philosophy

 

Our Compensation Committee believes that our executive compensation program is consistent with promoting sound risk management and long-term value creation for our stockholders. The program is intended to align the interests of our executive officers and employees with stockholders by rewarding performance against established corporate financial goals, strong executive leadership and superior individual performance. By offering annual cash incentives, long-term equity compensation and competitive benefits, we strive to attract, motivate and retain a highly qualified and talented team of executives who will help maximize long-term financial performance and earnings growth.

 

The total compensation paid to each named executive officer is based on the executive’s level of job responsibility, corporate financial and market performance measured against annual and three-year goals, an assessment of the executive’s individual performance and the competitive market. For the named executive officers and other members of executive management, annual and long-term incentive compensation is linked more directly to corporate financial performance, because these executives are in leadership roles that influence corporate financial results.

 

Benchmarking and Peer Groups

 

The Compensation Committee is responsible for the design, implementation and administration of the compensation program for our executive officers. FW Cook reviewed our executive compensation program for 2020,2022, which included a review and recommendation of an appropriate peer group for assessing competitive compensation practices, and for making performance comparisons. The Compensation Committee used the following two peer groups when making its 20202022 executive compensation determinations:

 

•	The SNL Small Cap U.S.KBW Regional Bank & Thrift Index (“SNL Index”)(KBW Index) was used to compare long-term performance achievement.
	The KBW Index was selected by the committee in 2022 due to the sunset of the previously referenced SNL Small Cap US Bank & Thrift Index. The KBW Index includes over 120 banks thatis designed to track the performance of publicly traded US Regional Banks and thrifts. The Compensation Committee believes this index serves as an appropriate measure of Provident’s relative long-term performance.

•

A regional peer group of 1817 publicly traded thrift and banking institutions in the Northeast was used to compare base salary and total compensation. The regional peer group is used for setting compensation levels because these banks are broadly reflective of the environment in which Provident competes for executive talent, and they provide a good indicator of the current competitive range of compensation. Provident’s asset size ($12.9213.8 billion) is slightly lower than, but within a reasonable range of the regional peer median ($13.02$13.19 billion at December 31, 2020).2022. Additional consideration was given to business model and performance. The individual peer banks used in 20202022 were updated from 2021. The acquisitions of Investors Bancorp and Sterling Bancorp removed them from the peer group. Eastern Bancshares, Inc. was generallyadded to the same as those in 2019 except for the deletion of Beneficial Mutual Bancorp, Inc. which was acquired in 2019 and the addition of Customers Bancorppeer group to maintain an 18 companyProvident’s relationship to median of peer group.asset size. The current members of the peer group are as follows:

Berkshire Hills Bancorp, Inc.	Flushing	First Commonwealth Financial Corporation		Northwest Bancshares, Inc.
Brookline Bancorp, Inc.	Fulton	Flushing Financial Corporation		OceanFirst Financial Corp.
Community Bank System, Inc.	Independent Bank Corp.	Fulton Financial Corporation		S&T Bancorp, Inc.
Customers Bancorp,	Investors Bancorp, Inc.	Sterling	Independent Bank Corp.		Valley National Bancorp
Dime Community Bancshares, Inc.		Lakeland Bancorp, Inc.	Valley National Bancorp	WSFS Financial Corporation
First Commonwealth Financial CorporationEastern Bankshares, Inc.		NBT Bancorp Inc.	WSFS Financial Corporation

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		34

Back to Contents

The Compensation Committee evaluates the peer groups annually for suitability and may modify peer groups from time to time based on mergers and acquisitions within the industry or other relevant factors. While our executive compensation program targets each named executive officer’s base salary, annual cash incentives and long-term equity compensation at peer median levels, actual compensation paid to a named executive officer may vary based on other factors, such as the individual’s performance, experience, responsibilities and competitive market conditions.

 

Role of Management

 

Although the Compensation Committee is ultimately responsible for designing our executive compensation program, input from our Chief Executive Officer is critical in ensuring that the Compensation Committee has the appropriate information needed to make informed decisions. The Chief Executive Officer participates in compensation-related actions associated with the other named executive officers purely in an informational and advisory capacity. He presents the other named executive officers’ performance summaries and recommendations relating to their compensation to the Compensation Committee for its review and approval. The Chief Executive Officer neither recommends nor participates in Compensation Committee deliberations regarding his own compensation.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		25

Back to Contents

Elements of 20202022 Executive Compensation

 

We pay our named executive officers in accordance with a pay for performance philosophy by providing competitive compensation for demonstrated performance. The Compensation Committee employs a total compensation approach in establishing executive compensation opportunities, consisting of base salary, annual cash incentive compensation, long-term equity awards (which may include performance- and/or time-vesting restricted stock and/or stock options)are predominately performance-based), a competitive benefits package and limited perquisites.

 

Compensation Element		Description or Purpose		Link to Performance		Fixed/ Performance- Based		Short-Long- Short or Long- Term
Base Salary		Attract and retain executives		Based on individual performance, experience, and scope of responsibility		Fixed		Short-Term
Annual Cash Incentive		Drive annual performance achievement of critical operating, financial and/or strategic goals		Links executive compensation to factors that are important for the company’s success		Performance-Based		Short-Term
Long-Term Incentive Awards		Drive multi-year performance to create long-term stockholder value, align executives with stockholder interests and serve as a retention tool through multi-year vesting		75% of the target value of equity awards, or 100% for our Chief Executive Officer, are based on pre-established company performance goals		Performance-Based		Long-Term
Benefits		Supplemental Defined Contribution Benefit Plan		Non-Qualified excess plan to maintain qualified plan benefits limited by IRS rules		Fixed		Long-Term
Other Compensation		Retirement plans and health and welfare benefits on the same basis as other employees with limited perquisites		Benefit plans maintain competitive total compensation		Fixed		Short- and Long-Term

 

As illustrated below, in 2020,2022 approximately 64% of the target compensation (base(comprised of base salary, target, cash incentives and long-term equity)equity (based on grant date fair values)) for Mr. Martin,Labozzetta, who served as the Chief Executive Officer in 2022, and approximately 52% of the target compensation to our other named executive officers, (excluding Mr. Labozzetta), was performance-based and not guaranteed. Mr. Martin is not included in the ratio due to his transition to Executive Chairman and changed compensation design.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		35

Back to Contents

 

 

Base Salary

 

A competitive base salary is necessary to attract and retain talented executives. Each year, our Compensation Committee evaluates each named executive officer’s base salary level. In general, competitive base salary information and peer market data are furnished to the Compensation Committee by the independent compensation consultant, and each named executive officer’s base salary level is compared to the peer market data at the median. In setting base salary levels, the Compensation Committee also assesses each individual named executive officer’s performance, leadership, operational effectiveness, tenure in the role, and experience in the industry, as well as competitive market conditions.

 

In establishing base salaries for 2020,2022, the Compensation Committee considered our company’s 20192021 financial performance as well as the peer group and market compensation analysis performed by FW Cook. Based on that information, the Compensation Committee determined that the base salary increaseschange for Mr. Martin was appropriate based on his role change from Chief Executive Officer to Executive Chairman, and the increase for Mr. Labozzetta was appropriate due to his appointment to the President and Chief Executive Officer position. The other named executive officersofficers’ base salary increases reflected below were deemed appropriate because of the company’s strong financial performance in 2019, our2021, the relative positioning of their base salaries to peersthe peer group, their individual performance and broad merit increase budgets. Mr. Kuntz’ base salary increase was performance-related and recognized his assumption of a leadership role in key strategic projects. Mr. Sierotko’ base salary

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		26

Back to Contents

increase was promotion-related as he assumed the Chief Lending Officer position in April of 2020. Ms. Murray’s increase in base salary was reflective of her strong performance in 2021 and efforts to maintain competitive positioning of her fixed pay with that of peers in the wealth management business. Mr. Labozzetta’s base salary was established at $584,120 upon joining Provident on August 1, 2020 as President and Chief Operating Officer, which salary was consistent with his base salary at SB One Bancorp and SB One Bank prior to the merger.industry.

 

Name		2020 Salary				2019 Salary				% Change		2022 Salary				2021 Salary				% Change
Christopher Martin		$	785,000			$	762,000			3.0%		$	450,000			$	797,000				(43.5	%)
Anthony J. Labozzetta		$	584,120			$	—			—		$	650,000			$	605,000				7.4	%
Thomas M. Lyons		$	502,000			$	487,000			3.1%		$	531,000			$	516,000				2.9	%
John Kuntz		$	505,000			$	450,000			12.2%		$	534,000			$	519,000				2.9	%
Valerie O. Murray		$	410,000			$	375,000			9.3%		$	460,000			$	430,000				7.0	%
Walter Sierotko		$	360,000			$	293,500			22.7%

 

Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2020

2022

 

Annual cash incentive opportunities are provided to our named executive officers in order to align the attainment of annual corporate financial performance objectives with executive compensation. At the beginning of each year, the Compensation Committee assigns corporate financial goals and a range of annual cash incentive award opportunities to each named executive officer. The award opportunities are linked to a specific target and range of performance results for multiple corporate financial performance measures and are calculated as a percentage of the named executive officer’s base salary.

 

Our Compensation Committee established the performance goals for 20202022 under the Executive Annual Cash Incentive Plan which provided the opportunity for ana cash incentive payment based upon the achievement of corporate goals. The targeted levels of incentive opportunity for 20202022 were as follows:

 

	Annual Cash Incentive as a % of Base Salary
Participant	Threshold	Target	Maximum
Chief Executive Officer	40%	80%	120%
Other Named Executive Officers	25%	50%	75%

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		36

Back to Contents

		Annual Cash Incentive as a % of Base Salary
Participant		Threshold				Target				Maximum
Chief Executive Officer and President			37.5%				75%				112.5%
Other Named Executive Officers			25%				50%				75%

 

Commencing withIn 2022, Mr. Martin did not participate in the 2021 Annual Cash Incentive Plan, Messrs. Martin and Labozzetta will have an annual cash incentive opportunity as a percentage of salary of 75% at Target.plan based on his appointment to the Executive Chairman role.

 

For Mr. MartinLabozzetta and the other named executive officers, the Compensation Committee established the following 20202022 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Cash Incentive Plan:Plan. The metrics under the plan are consistent with 2021 metrics. The goals related to the metrics demonstrates raising the bar on performance and setting goals greater than 2021 performance. The Compensation Committee believes these metrics are meaningful to demonstrate a focus on building stockholder value and sound business practices aligned with the strategic plan:

 

Corporate Goals		Weight		Threshold 90%				Target(1) 100%				Maximum 105%				Achievement
Earnings Per Share		40%		$	1.47			$	1.63			$	1.72			$	1.59
Net Income (in millions)		40%		$	95.3			$	105.6			$	110.8			$	110.9
Expense Ratio(2)		20%			2.13%				2.05%				2.02%				1.93%

Corporate Goals		Weight				Threshold 90%				Target(1) 100%				Maximum 109%				Achievement
Earnings Per Share			40%			$	1.67			$	1.86			$	2.03			$	2.40
Net Income (in millions)			40%			$	127.8			$	142.0			$	154.8			$	179.8
Expense Ratio(2)			20%				1.90%				1.85%				1.82%				1.88%

(1)	Performance is interpolated between the Threshold and Maximum opportunity levels.
(2)	Represents the ratio of non-interest expense divided by average annual assets.

 

Under the Executive Annual Cash Incentive Plan, incentive payments based on Provident’s actual 20202022 financial performance would be made if financial performance met or exceeded 90% of any one of the Corporate Goals (“Threshold”). The.The payout curve under this annual incentive plan provides a 50% of Target payout for each metric at Threshold performance achievement and 150% of Target for each metric at Maximum performance achievement.

 

The overall actual achievementMs. Murray’s cash incentive is based on 20% bank performance and 80% wealth management business goals, which are Total Revenue (weight 35%) with a target of Corporate Goals for 2020 was at Maximum for the$31 million, Total Net Income without allocated expenses (weight 30%) with a target of $11 million, and Expense Ratio corporateAUM from New Business (weight 35%) with a target of $285 million. Threshold and maximum performance levels are established consistent with the Corporate Goals. Performance under the plan was adversely impacted by both the fixed income and equity markets. Actual performance compared with the goals and slightly below Targetunder the wealth management portion of the plan for Ms. Murray is shown in the Earnings Per Share corporate goal.table below.

 

						Threshold				Target				Max
Metric			Weight				50%				100%				150%				Achievement
Total Income (Revenue)			35	%		$	27,900,000			$	31,000,000			$	35,650,000			$	27,870,552
Total Net Income (without allocated expenses)			30	%		$	9,900,000			$	11,000,000			$	12,650,000			$	9,198,708
AUM from New Business (Sales goal)			35	%		$	256,500,000			$	285,000,000			$	327,750,000			$	225,000,000
			100	%
Cash Incentive Plan Achievement Below Threshold

The

Under the Executive Annual Cash Incentive Plan authorizes the Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual and/or non-recurring items. Consistent with that authority, and with past practices respecting certain strategic acquisitions by Provident, the Compensation Committee determined that it was appropriate to exclude the impact$4.1 million of the one-timenon-tax deductible merger-related charges associated with the acquisitionpending merger with Lakeland Bancorp, Inc.

Based on the foregoing, Mr. Labozzetta earned a cash incentive equal to 100.92% of SB One Bancorp, inhis base salary, representing 134.56% of his Target opportunity. Messrs. Kuntz and Lyons each earned a cash incentive equal to 67.28% of base salary representing 134.56% of their Target opportunity. Ms. Murray earned a cash incentive equal to 13.46% of her base salary, representing 29.91% of Target, with the aggregate amount of $13 million, net of tax, inclusivewealth management component (80%) of the one-time merger-related CECL provision mandated by accounting rules and extraordinary direct expenses associated with the COVID-19 pandemic, such as the purchase of personal protective equipment and supplemental pay to customer-facing branch employees in the early days of the pandemic in the aggregate amount of $1 million, net of tax.payout reflecting performance below Threshold.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		2737

Back to Contents

Based on the foregoing, Mr. Martin earned a cash incentive equal to 94.9% of his base salary, or $744,795, representing 118.59% of his Target opportunity. Messrs. Kuntz, Lyons and Sierotko and Ms. Murray each earned a cash incentive of 62.4% of base salary. The 2020 cash incentive payments to these named executive officers represent payouts of 124.84% of the Target opportunity. Mr. Labozzetta earned a cash incentive of 67.1% of base salary, or $391,720, seven twelfths of which was earned under the former SB One Bancorp incentive plan. His payout represented 122.9% of his Target opportunity.

Name	Cash Incentive			% of Salary		% of Target
Christopher Martin	$	—		—%		—%
Anthony J. Labozzetta	$	655,980		100.92%		134.56%
Thomas M. Lyons	$	357,257		67.28%		134.56%
John Kuntz	$	359,275		67.28%		134.56%
Valerie O. Murray	$	61,898		13.46%		26.91%

 

Name		Cash Incentive			% of Salary		% of Target
Christopher Martin		$	744,795		94.9%		118.59%
Anthony J. Labozzetta		$	391,720		67.1%		122.90%
Thomas M. Lyons		$	313,348		62.4%		124.84%
John Kuntz		$	315,221		62.4%		124.84%
Valerie O. Murray		$	255,922		62.4%		124.84%
Walter Sierotko		$	224,712		62.4%		124.84%

Long-Term Equity Incentives

 

Our 2019 Long-Term Equity Incentive Plan provides the opportunity to grant various forms of equity incentives on a performance-vesting and time-vesting basis. The Compensation Committee believes that stock ownership by our officers and employees provides a significant incentive in building long-term stockholder value by further aligning the interests of officers and employees with stockholders. This component of compensation increases in importance as Provident’s common stock appreciates in value and serves as a retention tool for executives. The inclusion of performance-vesting awards also encourages a long-term strategic focus.

 

It is the policy of the Compensation Committee to make equity grants when the window for trading by directors and officers in Provident common stock is open under our stock trading policy. Throughout the year, equity awards may be granted to new hires and promoted employees, or to existing employees to recognize superior performance with a grant date effective as of the date of the next regularly scheduled Compensation Committee meeting that falls when the window for trading is open under our stock trading policy.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		38

Back to Contents

The Compensation Committee established the equity component of total compensation as a percentage of base salary for Mr. Martin and the otherour named executive officers (other than Mr. Martin) based upon competitive total compensation data previously provided by the independent compensation consultant. To maintain competitive total compensation and to further align executive pay with long-term financial performance, the Compensation Committee generally follows the guidelines below with respect to annual performance-vesting and time-vesting equity grants:

 

Participant	20202022 Opportunity Long-Term Equity Target Award as a % of Base Salary
President and Chief Executive Officer			100%
Other Named Executive Officers			60%

 

The composition of the 20202022 long-term equity awards was as follows:

 

	Performance-Vesting		Time-Vesting			Performance-Vesting		Time-Vesting
Participant	Restricted Stock		Stock Options		Restricted Stock	Restricted Stock			Stock Options		Restricted Stock
Chief Executive Officer	75%		25%		—
President and Chief Executive Officer						100%			—%		—%
Other Named Executive Officers	75%		—		25%	75%			—%		25%

 

The Compensation Committee determined that for equity grants made in 20202022 to all named executive officers includingMr. Labozzetta would be 100% performance-vesting and for Messrs. Lyons, and Kuntz and Ms. Murray their equity grants were compromised of 75% performance-vesting awards and 25% time-vesting awards. As a reward for his prior performance as Chief Executive Officer, Mr. Martin 75%received a grant of three-year performance-vesting awards and a grant of three-year time vesting stock options. Going forward, Mr. Martin will not participate in the value of the grants would belong-term equity plan. The performance based equity awards are subject to performance-vesting,a three-year performance period and 25% of the value would be time-vestinga three-year cliff vest. The time-based awards are eligible to vest based on continued employment, ratably over three years. The time-vesting component of Mr. Martin’s equity grant was in the form of stock options which the Compensation Committee viewed as performance-based because value is only realized if there is stock price appreciation over the term of the options.

 

Performance-vesting grants are measured at the end of a three-year period based upon performance goals established by the Compensation Committee at the time of the equity grant. CurrentlyFor the 2022 grants, the performance goals include projections of a multi-year core return on average assets (ROAA) and return on average tangible equity.equity (ROATE). The core return on average assetsROAA measure may exclude unanticipated and non-recurring items of revenue or expense as determined by the Compensation Committee.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		28

Back to Contents

The return on average tangible equityROATE portion of the award is subject to a relative total shareholder return (“TSR”) modifier measured against the SNL Small Cap US Banks & Thrifts Index Peer Group.KBW Regional Banking Index. The modifier provides for (i) a downward 20% adjustment of payout if our TSR is below the 25^thpercentile andor (ii) an upward 20% adjustment of payout if our TSR is at or above the 75^thpercentile. Between the 25^th percentile and the 75^thpercentile, the modifier has no impact on payout.

 

This performance framework is designed to encourage conduct that drives long-term strategic decisions suited to maximizing stockholder value, while maintaining a meaningful impact on total compensation from our three-year relative total shareholder returnTSR and maintaining an appropriate level of at-risk compensation for retention purposes.

 

2020-2022 Performance Goals(1)

Threshold

Target

Maximum

2022-2024 Performance Goals(1)

Threshold

Target

Maximum

Core Return on Average Assets (ROAA)

60% Weight

60% Weight

Multi-Year Average Core ROAA

95 bps.

106 bps.

111 bps.

91 bps.

100 bps.

109 bps.

Return on Average Tangible Equity (ROATE)(2)

40% Weight

40% Weight

Multi-Year ROATE

9.54%

10.60%

11.13%

9.86%

10.94%

11.91%

 

(1)	Performance is interpolated between the Threshold and Maximum opportunity levels.
(2)	ROATE is subject to a Relative Total Shareholder Return (TSR) Modifier.relative TSR modifier. The Modifier provides for (i) a downward 20% adjustment of payout if TSR against the peer group is below the 25th percentile andor (ii) an upward 20% adjustment of payout if TSR is at or above the 75thpercentile. Between the 25thand 75th percentile, the modifier has no impact on payout.

 

The Compensation Committee has determined that the performance goals for long-term equity awards are appropriately set such that participants will attain: (i) the Threshold level of performance if minimum expected levels of performance are achieved, which the Committee believed were reasonably likely to be attained; (ii) the Target level of performance if projected business plan expectations are achieved, which the Committee believed had approximately an even likelihood of either being attained or not being attained; and (iii) the Maximum level of performance, which sets a cap on how much incentive compensation will be paid in the event the Target level is meaningfully exceeded, which the Compensation Committee believes is difficult to achieve.

 

	2020 Performance-Vesting Calibration Long-Term Equity Award as a % of Target
Participant	Threshold	Target	Maximum
Chief Executive Officer	50%	100%	150%
Other Named Executive Officers	50%	100%	150%

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		39

Back to Contents

		2022 Performance-Vesting Calibration Long-Term Equity Award as a % of Target
Participant		Threshold		Target		Maximum
All Named Executive Officers		50%		100%		150%

 

No dividends are paid with respect to any performance-vesting or time-vesting stock award subject to performance-vesting conditions unless and until the performance conditions are met and vesting occurs,award vests and only on that portion of the stock award that actually vests. Similarly, there will be no paymentvests in the case of dividends on time-vesting stock awards made under our 2019 Long-Term Equity Incentive Plan, including the grants made in 2020, until the awards actually vest.performance-vesting awards.

 

The three-year performance-vesting awards granted in 2018 subject to three-year performance2020 vested on March 5, 2021.2, 2023. For that three-year measurement period the company achieved performance above the Threshold level, but below Targetat Maximum on both the cumulative Average Core Return on Average Assets and the cumulative Average Core Return on Tangible Equity goals. The Total Shareholder Return modifierOur TSR was belowabove the 25^thpercentile, and the 80%with an actual result of 27^th percentile, thus no modifier was applied to the performance-vesting grants attributable to the cumulative Average Core Return on Average Tangible Equity goal.goal, consistent with the award design. There were allowable pre-approved adjustments under the three year plan including, in 2020, the exclusion of $4.9 million SB One Acquisition charges, $8.1 million net provision related to SB One acquired loans, and $1.0 million in COVID-19 expense add back, net of tax; in 2021, the exclusion of $0.5 million SB One CECL subsequent recovery and $2.4 million reversal of TLFI contingent revenue retention earn-out, net of tax, addition of $0.2 million in Hurricane Ida flood remediation, net of tax; in 2022, addition of $4.1 million LBAI non-deductible merger-related charges. Consequently, the shares vested at approximately 75%150% of Target. As a result, Messrs. Martin, Lyons, Kuntz, Sierotko and Ms. Murray received 16,17442,390 shares, 6,16416,265 shares, 5,574 shares, 2,05216,364 shares, and 4,58913,286 shares, respectively along with the payment of accumulated dividends of $2.89$2.82 on each share that vested. Mr. Labozzetta had no grant that vested as he was not employed by Provident at the time of the 2020 grant.

 

Benefits

 

We offer the named executive officers benefits that are generally available to all employees, including medical and dental, disability insurance, group life insurance coverage, an Employee Stock Ownership Plan (“ESOP”) and a 401(k) Plan with discretionary employer matching contributions. Certain of the named executive officers have accrued benefits under a noncontributory defined benefit pension plan that was frozen as of April 1, 2003 following the adoption of the ESOP. In addition to pension benefits, medical and life insurance benefits are made available to certain employees when they retire. Although these post-retirement benefits have been eliminated, certain employees with ten or more years of service at the time the benefits were eliminated, including Mr. Martin, still qualify for these post-retirement benefits upon retirement. The named executive officers are also eligible for nonqualified benefits under the Non-Qualified Supplemental Defined Contribution Plan, which is designed to make up for the IRS limits on contributions to the tax-qualified 401(k) Plan and ESOP.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		29

Back to Contents

Perquisites

 

The Compensation Committee believes that perquisites should be provided on a limited basis. The following perquisites are currently provided: a club membership for Messrs. Martin and Labozzetta and partial reimbursement for a club membership for Mr. Sierotko, andLabozzetta; the use of a company-owned automobile for Messrs. Martin and Labozzetta; and Messrs. Lyons, Kuntz and Sierotko and Ms. Murray are paid a monthly car allowance. All of the named executive officers are eligible for an annual medical examination at Provident’s expense. These limited perquisites are provided to maintain a competitive compensation package relative to our peers.

 

Elements of Post-Termination Benefits

Employment Agreements

 

Employment Agreements

Provident entered into an Executive Chairman Agreement with Mr. Martin, has aneffective January 1, 2022. The agreement, which replaced his prior employment agreement, withhas a twelve monthtwo-year term that renews on Augustexpiring December 31, 2023 and provides for a base salary of each year for an additional twelve months.no less than $450,000. The employment agreement provides that if Mr. Martin’s employment is terminated for reasons other than for cause,“cause”, or if he terminates his employment following an event constituting “good reason” (each as defined in the agreement), Mr. Martin would be entitled to:to a lump sum cash payment equal to the base salary due for the remaining term of the agreement, plus continued insurance coverage for the remaining term of the agreement (or a cash equivalency

 

•www.provident.bank	earned but unpaid base salary through the termination date;	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		40
	•		an annual bonus to which he may be entitled under any cash-based annual bonus or performance compensation plan then in effect;
•	benefits due to him as a former employee other than pursuant to the agreement;
•	severance pay or liquidated damages equal to his base salary and bonuses due for twelve months following termination, and for these purposes “bonuses due” shall be determined as the greater of: (i) the average annual cash bonus paid to him with respect to the three completed fiscal years prior to the termination; or (ii) the cash bonus paid to him for the last fiscal year prior to the date of termination; and
•	the continuation of life, medical, dental and disability insurance coverage for twelve months following termination.

Back to Contents

Mr. Martin may resign from employment for good reasonpayment). These payments would be in addition to any base salary and receive these termination benefits inincentive compensation (if any) earned as of the eventdate of certain adverse changes in his employment conditions. Mr. Martin agreed that the change in his corporate title from Chairman, President and Chief Executive to Chairman and Chief Executive Officer following the acquisition of SB One Bancorp did not constitute an adverse change under his employment agreement. Under the employment agreement, thetermination. The termination benefits are subject to Mr. Martin’s compliance with non-solicit and non-compete provisions for a one year period of six months following his termination. The employment agreement does not provide for benefits for a termination following Mr. Martin’s death, retirement or following a change in control. Benefits relating to a termination following a change in control are provided for in a separate change in control agreement between Provident and Mr. Martin described in the following section “Change in Control Agreements”.

Agreements.”

Mr. Labozzetta hashad an employment agreement executed in connection with the SB One acquisition that has an initialhad a term that will continue throughconcluded on December 31, 2021. Commencing on January 1, 2022 and continuing at each January 1 thereafter, the term will automatically renewrenews for an additional year. During the initial term, Mr. Labozzetta will serve as the President and Chief Operating Officer of each of Provident and Provident Bank. Additionally, subject to and conditioned upon the approval of, and appointment by, the board of directors of Provident, Mr. Labozzetta will serve as Chief Executive Officer and President of Provident and Provident Bank commencing January 1, 2022.

In the event Mr. Labozzetta terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), he would receive: (1) any standard compensation and benefits that have been earned by him as of his date of termination (the “standard termination benefits”); (2) a cash lump sum payment equal to his base salary and cash bonus due for the longer of: (i) the remaining term of the agreement; or (ii) 12 months following the date of termination (the “benefits period”); and (3) continued life, medical, dental and disability coverage during the benefits period, provided, however, that Provident or Provident Bank may paymake a cash equivalent payment in lieu of such coverage if such coverage is not practicable, plus an amount to reflect the income and payroll taxes incurred by him with respect to such payment.practicable.

 

Subject to certain terms and limitations, the employment agreement further provides that during its term and for a period of one year thereafter (except following a change in control), Mr. Labozzetta may not compete with, or solicit customers or employees of, Provident or Provident Bank, provided, however, that upon his termination during any renewal term, any restrictions limiting Mr. Labozzetta from becoming an employee of or providing services to another institution would be reduced to six months.

 

Pursuant to a Side-Letter Agreement entered into with Mr. Labozzetta in connection with the SB One acquisition, if Mr. Labozzetta is not appointed President and Chief Executive Officer of Provident and Provident Bank upon Mr. Martin’s planned retirement from the Chief Executive Officer role by January 1, 2022 or he has a qualifying termination without “cause” or for “good reason” (as set forth in his employment agreement) during the initial term of the employment agreement, his employment with Provident and Provident Bank will cease immediately following the expiration of the initial term (in the case of the failure to be appointed President and Chief Executive Officer) or as of the date of termination, and, in lieu of any payments or benefits under the

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		30

Back to Contents

employment agreement, Provident or Provident Bank would pay Mr. Labozzetta the following: (1) any standard termination benefits; (2) a cash lump sum payment equal to two (2) times the sum of his base salary and annual cash bonus paid to (or earned by) him with respect to the completed fiscal year prior to the date of termination; and (3) continued life, medical, dental and disability coverage for two (2) years, provided, however, that Provident or Provident Bank may pay cash in lieu of such coverage if such coverage is not practicable, plus an amount to reflect the income and payroll taxes incurred by him with respect to such payment. Upon such termination, Mr. Labozzetta would be subject to the non-competition and post-termination obligations set forth in his employment agreement.

Change in Control Agreements

 

Change in control agreements are reserved for a limited number of executives. Benefits are payable under the change in control agreements after the executive’s qualifying termination event as described below following a change in control of Provident. We have entered into a three-year change in control agreement with Messrs. Martin, Labozzetta, Kuntz, Lyons and Sierotko and Ms. Murray. Each of the agreements renews on the anniversary date of its respective effective date so that the remaining term is three years unless otherwise terminated.

 

Under the agreements:

 

Following a change in control and during the term of the agreement, the executive is entitled to a severance payment if:

 

•	the executive’s employment is terminated, other than for cause, disability, or retirement; or the executive terminates employment for good reason.reason;
Good reason is generally defined to include:
•	the assignment of duties materially inconsistent with the executive’s positions, duties or responsibilities as in effect prior to the change in control;
•	a reduction in his or her base salary or fringe benefits;
•	a relocation of his or her principal place of employment by more than 25 miles from its location immediately prior to the change in control; or
•	a failure by Provident to obtain an assumption of the agreement by its successor.

 

TheFor Messrs. Labozzetta, Kuntz and Lyons and Ms. Murray, the change in control severance payment is equal to three times the highest level of aggregate annualized base salary and other cash compensation paid to the executive during the calendar year termination occurs, or during either of the immediately preceding two calendar years, whichever is greater. In addition, the executive is generally entitled to receive life, health, dental and disability coverage for the remaining term of the agreement.

Provident entered into a Change in Control Agreement with Mr. Martin, effective January 1, 2022, which has a two-year term expiring December 31, 2023 and which replaced his prior three-year change in control agreement. Under this agreement, in the event of a qualifying termination event following a change in control of Provident, Mr. Martin would be entitled to a lump sum cash payment equal to three times the average annual compensation paid to him during the three completed calendar years preceding the year in which the change in control occurs, as well as continued insurance coverage for three years (or a cash equivalency payment). These payments would be in addition to any base salary and incentive compensation (if any) earned as of the date of termination.

The gross benefits under the change in control agreements for the named executive officers, other than Messrs. Martin and Labozzetta are reduced to avoid an excess parachute payment under Section 280G of the Internal Revenue Code if doing so results in a greater after-tax benefit to the executive.

 

The Compensation Committee considers these severance and change in control benefits to be an important part of the executive compensation program and consistent with market practice. The Compensation Committee believes that providing appropriate severance benefits helps attract and retain highly-qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with Provident, and by providing income continuity following an unexpected termination.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		41

Back to Contents

Executive Stock Ownership GuidelinesRequirements

 

Our Compensation Committee recommended, and our board of directors adopted, stock ownership levels for senior executives expressed as an amount of Provident common stock having a value equal to a multiple of base salary as follows:

 

Tier I		President and Chief Executive Officer and President		6 times base salary
Tier II		Other Named Executive Officers		1.5 times base salary

 

Each of the named executive officers currently exceeds these guidelines. An executive’s vested restricted stock awards, unvested time-vesting restricted stock awards, and shares of Provident common stock held in the ESOP and 401(k) Plan count toward compliance with the ownership guidelines.

 

Prohibition on Hedging

 

Our stock trading policy prohibits the named executive officers and others from engaging in any transaction designed to hedge or offset the economic risk of owning shares of our common stock. In addition, the policy provides that they should avoid pledging their shares of our common stock as collateral for a margin account or loan.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		31

Back to Contents

Clawback Policy

 

Our cash and equity incentive awards are subject to clawback provisions contained in our Omnibus Incentive Compensation Plan. The clawback provisions provide that if the company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirements under the federal securities laws, whether or not as a result of misconduct, any executive officer who received incentive-based compensation based on erroneous data during the three-year period preceding the date of the accounting restatement, is required to reimburse the company for compensation paid in excess of what would have been paid based on the data reported in the accounting restatement.

 

The cash and equity incentive awards granted to an employee are also subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events. Such events include termination of employment for cause, violation of material company policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply, or other conduct that is detrimental to the business or reputation of the company. We will re-assess our policy upon the adoption of recently announced New York Stock Exchange rules governing clawbacks of executive compensation.

 

Risk Assessment

 

The Compensation Committee believes that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on Provident. In addition, the Compensation Committee believes that the mix and design of the elements of our executive compensation program do not encourage management to assume excessive risks. The Omnibus Incentive Compensation Plan serves as a core governance document for our cash and equity incentive compensation plans, establishing lines of authority, a foundation for relevant internal controls and procedures, and risk mitigation and accountability features, including clawbacks and deferrals.

 

The Compensation Committee annually assesses risks posed by the compensation plans maintained for the benefit of, and incentive compensation paid to, officers and employees. This comprehensive risk assessment is performed by our Chief Risk Officer, General Auditor and Chief Compliance Officer and is presented to and reviewed by the Compensation Committee.

The risk assessment includes an evaluation of:

 

•	the design of incentive plans to ensure they satisfy bank regulatory requirements and do not encourage excessive or imprudent risk taking;
•	the internal controls over determining incentive payments and a review of the accuracy of the incentive payments and any related accruals; and
•	the board of directors’ oversight of the incentive compensation program to determine if it provides effective governance over the program and satisfies regulatory expectations.

 

The risk assessment conducted in 20202022 concluded that our incentive compensation plans provide incentives that appropriately balance risk and reward, are compatible with effective controls and risk management, and are supportive of strong governance, including active oversight by the board of directors.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		42

Back to Contents

Tax Deductibility of Executive Compensation

 

In light of the repeal of the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code, our Compensation Committee may authorize compensation that is not tax deductible if it is determined to be appropriate and in the best interests of the company and our stockholders.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		32

Back to Contents

Compensation and Human Capital Committee Report

 

Pursuant to rules and regulations of the SEC, this Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Provident specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

THE COMPENSATION AND HUMAN CAPITAL COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.

 

Matthew K. Harding (Chair)

James P. Dunigan

Terence Gallagher

Edward J. Leppert

John Pugliese

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		3343

Back to Contents

Executive Compensation

	TABLE OF CONTENTS
	Summary Compensation Table		45
	All Other Compensation Table		46
	Perquisites Table		47
	Grants of Plan-Based Awards Table		48
	Outstanding Equity Awards at Year-End Table		49
	Option Exercises and Stock Vested Table		50
	Pension Benefits Table		50
	Nonqualified Deferred Compensation Table		51
	Potential Payments Upon Termination or Change in Control Table		52

 

The following table shows compensation paid or awarded with respect to our named executive officers during the years indicated. The Compensation Discussion and Analysis contains information concerning how the Compensation Committee viewed its 20202022 compensation decisions for the named executive officers.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		44

Back to Contents

Summary Compensation Table

 

Name and Principal Position		Year		Salary ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Christopher Martin		2020		814,131		588,750		196,250		744,795		—		186,268		2,530,194
Chairman and Chief Executive Officer		2019		761,069		571,500		190,500		550,627		—		203,157		2,276,853
		2018		739,231		555,000		185,000		536,698		—		178,823		2,194,752
Anthony J. Labozzetta		2020		224,661		—		—		391,720		—		17,688		634,069
President and Chief Operating Officer
Thomas M. Lyons		2020		520,616		301,200		—		313,348		18,830		115,116		1,269,110
Senior Executive Vice President and Chief Financial Officer		2019		486,281		292,200		—		231,520		16,798		138,408		1,165,207
		2018		469,615		282,000		—		224,261		—		122,034		1,097,910
John Kuntz		2020		521,885		303,000		—		315,221		10,273		95,359		1,245,738
Senior Executive Vice President, General Counsel and Corporate Secretary		2019		448,943		270,000		—		213,930		8,571		106,012		1,047,456
		2018		424,039		255,000		—		202,789		—		88,524		970,352
Valerie O. Murray		2020		424,154		246,000		—		255,922		—		64,092		990,168
Executive Vice President, Chief Wealth Officer and President of Beacon Trust Company		2019		373,943		225,000		—		178,275		—		54,715		831,933
		2018		349,231		210,000		—		167,003		—		49,132		775,366
Walter Sierotko(7)		2020		361,414		186,100		—		224,712		—		75,760		847,986
Executive Vice President and Chief Lending Officer of Provident Bank
Donald W. Blum		2020		87,981		—		—		—		10,105		902,077		1,000,163
Executive Vice President and Chief Lending Officer of Provident Bank		2019		375,000		225,000		—		142,620		8,549		111,018		862,187
		2018		374,423		225,000		—		150,302		—		103,892		853,617

Name and Principal Position		Year		Salary ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Christopher Martin Executive Chairman (Formerly Chairman, President and Chief Executive Officer)		2022		456,673		597,750		199,250		—		—		139,235		1,392,908
		2021		796,539		597,750		199,250		849,523		—		182,499		2,625,561
		2020		814,131		588,750		196,250		744,795		—		186,268		2,530,194
Anthony Labozzetta President & Chief Executive Officer (Formerly President and Chief Operating Officer)		2022		648,269		650,000		—		655,980		—		95,043		2,049,292
		2021		604,197		678,091		—		644,870		—		79,195		2,006,353
		2020		224,661		—		—		391,720		—		17,688		634,069
Thomas M. Lyons Senior Executive Vice President and Chief Financial Officer		2022		530,423		318,600		—		357,257		—		108,164		1,314,444
		2021		515,462		309,600		—		366,670		—		116,562		1,308,294
		2020		520,616		301,200		—		313,348		18,830		115,116		1,269,110
John Kuntz Senior Executive Vice President, Chief Administrative Officer and General Counsel		2022		533,423		320,400		—		359,275		—		90,825		1,303,923
		2021		518,462		311,400		—		368,801		—		98,845		1,297,508
		2020		521,885		303,000		—		315,221		10,273		95,359		1,245,738
Valerie O. Murray Executive Vice President, Chief Wealth Officer and President of Beacon Trust		2022		458,846		276,000		—		61,898		—		66,221		862,965
		2021		429,231		258,000		—		317,013		—		65,220		1,069,464
		2020		424,154		246,000		—		255,922		—		64,092		990,168

(1)	The amounts shown represent base salary earned during each fiscal year covered. The amountsamount shown for Messrs.Mr. Labozzetta and Blum reflectin 2020 reflects a partial year. Mr. Labozzetta’s employment commenced on August 1, 2020. Mr. Blum retired effective March 9, 2020.The amounts shown for all NEOs in 2020 reflect an extra pay period equivalent to two weeks pay.
(2)	The amounts shown reflect the aggregate grant date fair value of time-vesting and performance-vesting awards computed in accordance with FASB ASC Topic 718. The grant date fair values of the performance-vesting portion of the awards are computed at Target performance achievement. The grant date fair values of the performance-vesting portion of the awards at Maximum performance achievement would be: $956,003, $1,039,596, $382,141, $384,324 and $331,063 for 2022 for Messrs. Martin, Labozzetta, Lyons, Kuntz, and Ms. Murray, respectively; $945,493, $813,407, $367,275, $369,407 and $306,070 for 2021 for Messrs. Martin, Labozzetta, Lyons, Kuntz, and Ms. Murray, respectively; $942,926, $361,788, $363,990, $123,021 and $295,524 for 2020 for Messrs.Messrs Martin, Lyons, Kuntz, Sierotko and Ms. Murray, respectively; and $899,141, $344,767, $265,497, $318,634, and $265,497 for 2019 for Messrs. Martin, Lyons, Blum, Kuntz, and Ms. Murray, respectively; $893,995, $340,700, $271,813, $308,086, and $253,677 for 2018 for Messrs. Martin, Lyons, Blum, Kuntz, and Ms. Murray, respectively. The amount shownNo amounts were included in 2020 for Mr. Sierotko includes an additional grant of 5,000 one-year time-vesting awards madeLabozzetta as his employment commenced on May 13, 2020 in connection with his promotion.August 1, 2020.
(3)	The amounts shown reflect the grant date fair value of time-vesting stock options computed in accordance with FASB ASC Topic 718. No performance-vesting stock options were granted in the years presented.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		34

Back to Contents

(4)	The amounts shown reflect the payment made under the Executive Annual Cash Incentive Plan. Commencing in 2021, Ms. Murray's cash incentive payment is based on 80% wealth management and 20% company results.
(5)	The amounts in this column reflect the actuarial increase in the present value at each year end compared to the prior year end of the named executive officer’sofficer's benefits under all defined benefit pension plans. Mr. Martin rolled over his Pension Plan benefit to the 401(k) Plan. Messrs.Plan on October 16, 2018. For 2022, there was a negative change in present value of the benefits under the defined benefit plan and no amount is disclosed in the Summary Compensation Table. Mr. Labozzetta and Sierotko and Ms. Murray are not participants in the defined benefit pension plan, which was frozen prior to their employment with the company. No named executive officer received preferential or above-market earnings on deferred compensation.
(6)	The amounts in this column represent all other compensation not properly reported in other columns of the Summary Compensation Table including perquisites (non-cash benefits and perquisites such as the use of employer-owned automobiles, car allowances, membership dues and other personal benefits), the value of cash dividend paymentsdividends payable on unvested restricted stock awards subject to time-vesting, accumulated dividends paid on performance-vesting awards that actually vested, employee benefits (employer cost of medical, dental, vision, life and disability insurance), and employer contributions to defined contribution plans (Provident Bank 401(k) Plan, ESOP and the Non-Qualified Supplemental Defined Contribution Plan). The amount shown for Mr. Blum includes a separation payment. Amounts are reported separately under the following “All Other Compensation” and “Perquisites” tables.
(7)	Mr. Sierotko became Chief Lending Officer on April 1, 2020.

All Other Compensation

Name		Year		Perquisites and Other Personal Benefits ($)(8)		Dividends on Stock Awards ($)		Company Contribution on Employee Medical and Insurance Benefits ($)		Company Contributions to Retirement, 401(k) and Non-Qualified Plans ($)		Total ($)
Christopher Martin		2020		15,732		82,330		19,528		68,678		186,268
		2019		15,310		91,604		17,714		78,529		203,157
		2018		12,481		72,752		17,003		76,587		178,823
Anthony J. Labozzetta		2020		1,022		—		8,301		8,365		17,688
Thomas M. Lyons		2020		6,000		36,049		25,341		47,726		115,116
		2019		7,000		53,886		23,547		53,975		138,408
		2018		6,000		41,595		22,265		52,174		122,034
John Kuntz		2020		6,000		30,283		6,320		52,756		95,359
		2019		6,000		34,599		9,724		55,689		106,012
		2018		6,000		27,107		2,368		53,049		88,524
Valerie O. Murray		2020		6,000		22,924		2,268		32,900		64,092
		2019		6,000		10,251		2,195		36,269		54,715
		2018		6,000		7,264		2,056		33,812		49,132
Walter Sierotko		2020		12,550		12,473		24,493		26,244		75,760
Donald W. Blum		2020		839,055		25,666		4,213		33,143		902,077
		2019		7,663		32,321		21,145		49,889		111,018
		2018		7,884		25,736		21,042		49,230		103,892

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		3545

Back to Contents

Perquisites

All Other Compensation

 

Name		Year		Personal Use of Company Car/Car Allowance ($)(9)		Club Dues ($)		Total Perquisites and Other Personal Benefits ($)(8)		Year		Perquisites and Other Personal Benefits ($)		Dividends on Stock Awards ($)		Company Contribution on Employee Medical and Insurance Benefits ($)		Company Contributions to Retirement, 401(k) and Non-Qualified Plans ($)		Total ($)
Christopher Martin		2020		9,344		6,388		15,732		2022		19,710		49,117		18,182		52,226		139,235
		2019		6,428		6,432		15,310
		2018		6,237		6,244		12,481
Anthony J. Labozzetta		2020		1,022		—		1,022
Christopher Martin										2021		17,355		46,742		19,015		99,387		182,499
										2020		15,732		82,330		19,528		68,678		186,268
										2022		15,992		2,484		24,046		52,521		95,043
Anthony Labozzetta										2021		16,431		—		23,010		39,754		79,195
										2020		1,022		—		8,301		8,365		17,688
		2020		6,000		—		6,000		2022		6,000		22,488		22,896		56,780		108,164
		2019		6,000		—		7,000
		2018		6,000		—		6,000
Thomas M. Lyons										2021		6,000		20,180		24,557		65,825		116,562
										2020		6,000		36,049		25,341		47,726		115,116
		2020		6,000		—		6,000		2022		6,000		21,061		1,272		62,492		90,825
		2019		6,000		—		6,000
		2018		6,000		—		6,000
John Kuntz										2021		7,000		18,384		1,252		72,209		98,845
										2020		6,000		30,283		6,320		52,756		95,359
		2020		6,000		—		6,000		2022		6,000		17,498		1,940		40,783		66,221
		2019		6,000		—		6,000
		2018		6,000		—		6,000
Walter Sierotko		2020		11,700		—		12,550
Donald W. Blum		2020		—		—		839,055
		2019		7,663		—		7,663
		2018		7,884		—		7,884
Valerie O. Murray										2021		6,500		15,133		1,884		41,703		65,220
										2020		6,000		22,924		2,268		32,900		64,092

(8)www.provident.bank	The amount shown for Mr. Blum includes a separation payment of $750,000, a COBRA reimbursement payment of $50,000, a taxable fringe benefit for the transfer of ownership of the company-provided car in the amount of $25,413, and reimbursement for paid time off of $13,642. The amount shown for Mr. Sierotko includes a cell phone stipend of $600 and a five-year service award of $250.	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		46
	(9)

Back to Contents

Perquisites

Name		Year		Personal Use of Company Car/Car Allowance ($)(7)		Club Dues ($)		Total Perquisites and Other Personal Benefits ($)(8)
Christopher Martin		2022		12,286		7,424		19,710
		2021		10,111		7,244		17,355
		2020		9,344		6,388		15,732
Anthony Labozzetta		2022		5,797		10,195		15,992
		2021		3,450		12,981		16,431
		2020		1,022		—		1,022
Thomas M. Lyons		2022		6,000		—		6,000
		2021		6,000		—		6,000
		2020		6,000		—		6,000
John Kuntz		2022		6,000		—		6,000
		2021		6,000		—		7,000
		2020		6,000		—		6,000
Valerie O. Murray		2022		6,000		—		6,000
		2021		6,000		—		6,500
		2020		6,000		—		6,000

(7)	For Messrs. Martin and Labozzetta, the amount shown is the value attributable to personal use of a company-provided automobile calculated in accordance with Internal Revenue Service guidelines. For the other named executive officers, the amount shown is a monthly car allowance.
(8)	The amounts shown for Mr. Kuntz include a twenty-year service award of $1,000 in 2021. The amounts shown for Ms. Murray include a ten-year service award of $500 in 2021.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		3647

Back to Contents

Plan-Based Awards

 

The following table shows certain information as to grants of plan-based awards during 20202022 made to the named executive officers. The awards granted on January 29, 202027, 2022 represent the cash incentive payments that could be earned based on performance under the Executive Annual Cash Incentive Plan for 2020.2022. The awards granted on March 3, 20202, 2022 are long-term equity incentive awards which are primarily performance-vesting awards. The grant made to Mr. Sierotko on May 13, 2020 was a one-year time-vesting award. A portion of the amount shown for Mr. Labozzetta was granted under the SB One Bank plans. The Compensation Discussion and Analysis contains information about cash- and equity-based incentive awards made to our named executive officers.

 

GRANTS OF PLAN-BASED AWARDS TABLE FOR THE YEAR ENDED DECEMBER

Grants of Plan-Based Awards Table for the Year Ended December 31, 2020

2022

 

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)(3)		Options (#)(4)		Awards ($/Sh)		Awards ($)(5)
Christopher Martin		1/29/2020		62,800		628,000		942,000
		3/3/2020								13,017		28,260		45,729								588,750
		3/3/2020																107,240		20.62		196,250
Anthony J. Labozzetta		8/1/2020		39,172		391,720		587,580		—		—		—		—		—		—		—
Thomas M. Lyons		1/29/2020		25,100		251,000		376,500		—		—		—		—		—		—		—
		3/3/2020								4,995		10,843		17,546								225,900
		3/3/2020		—		—		—		—		—		—		3,652		—		20.62		75,300
John Kuntz		1/29/2020		25,250		252,500		378,750		—		—		—		—		—		—		—
		3/3/2020		—		—		—		5,025		10,909		17,652		—						227,250
		3/3/2020		—		—		—		—		—		—		3,674		—		20.62		75,750
Valerie O. Murray		1/29/2020		20,500		205,000		307,500
		3/3/2020		—		—		—		4,080		8,857		14,332		—		—		—		184,500
		3/3/2020		—		—		—		—		—		—		2,983		—		20.62		61,500
Walter Sierotko		1/29/2020		18,000		180,000		270,000		—		—		—		—		—		—		—
		3/3/2020		—		—		—		1,698		3,687		5,966		—		—		—		76,800
		3/3/2020		—		—		—		—		—		—		2,483		—		20.62		51,200
		5/13/2020		—		—		—		—		—		—		5,000		—		11.62		58,100

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)(3)		Options (#)(4)		Awards ($/Sh)		Awards ($)(5)
Christopher Martin		1/27/2022
		3/2/2022								11,486		24,932		40,338								597,750
		3/2/2022																34,353		23.70		199,250
Anthony Labozzetta		1/27/2022		48,750		487,500		731,250
		3/2/2022								12,490		27,112		43,865						23.70		650,000
Thomas M. Lyons		1/27/2022		26,550		265,500		398,250
		3/2/2022								4,591		9,966		16,124								238,950
		3/2/2022														3,361				23.70		79,650
John Kuntz		1/27/2022		26,700		267,000		400,500
		3/2/2022								4,618		10,023		16,216								240,300
		3/2/2022														3,380				23.70		80,100
Valerie O. Murray		1/27/2022		23,000		230,000		345,000
		3/2/2022								3,978		8,634		13,969								207,000
		3/2/2022														2,911				23.70		69,000

(1)	The amounts shown at Target assume achievement of 100% of individualcompany goals and objectives. For Ms. Murray the Target assumes achievement of goals based on 80% on the wealth management business and 20% on company goals. The range of estimated possible payouts reflects the full potential of the annual incentive payment if only one performance goal is achieved at Threshold level and if all performance goals are achieved at Maximum level.
(2)	Represents the number of restricted stock awards that may vest if performance goals are achieved over the three-year period 2020-20222022-2024 at the stated levels. The Threshold and Maximum levels include the impact of a Total Shareholder Return Modifier applied to the return on tangible equity component of the performance goals.
(3)	Represents the number of three-year time-vesting restricted stock awards granted.
(4)	Represents the number of three-year time-vesting stock options granted.
(5)	Represents the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. Note 13 to our audited financial statements for the year ended December 31, 20202022 contained in our Annual Report on Form 10-K includes the assumptions used to calculate these amounts.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		3748

Back to Contents

Outstanding Equity Awards at Year-End

 

The following table shows certain information about outstanding equity awards as of December 31, 20202022 for our named executive officers.

 

OUTSTANDING EQUITY AWARDS AT DECEMBER

Outstanding Equity Awards At December 31, 20202022

 

		Option Awards										Stock Awards							Option Awards											Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date(1)		Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date(1)		Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Christopher Martin		29,428		—				14.50		2/24/2021		—		—		70,274		1,262,121		26,755		—				15.23		2/19/2023		—		—		81,510		1,741,054
		20,000		—				14.88		2/3/2022
		26,755		—				15.23		2/19/2023
		35,000		—				16.38		2/19/2024
		65,972		—				18.34		2/19/2025
		76,327		—				18.70		2/24/2026
		42,857		—				26.31		3/7/2027
		28,750		14,374				25.58		3/5/2028
		13,895		27,790				27.25		3/4/2029
		—		107,240				20.62		3/3/2030
		14,623		—				14.50		2/24/2021
		22,542		—				14.88		2/3/2022
		25,126		—				15.23		2/19/2023
		45,762		—				16.38		2/19/2024
Anthony J. Labozzetta		—		—		—		—		—		—		—		—		—
Christopher Martin																				35,000		—				16.38		2/19/2024
																				65,972		—				18.34		2/19/2025
																				76,327		—				18.70		2/24/2026
																				42,857		—				26.31		3/7/2027
																				43,124		—				25.58		3/5/2028
																				41,685		—				27.25		3/4/2029
																				71,493		35,747				20.62		3/3/2030
																				18,868		37,737				20.66		3/3/2031
																				—		34,353				23.70		3/2/2032
																				25,126		—				15.23		2/19/2023
																				45,762		—				16.38		2/19/2024
																				—		—				—		—		5,287		112,930		51,474		1,099,485
Thomas M. Lyons		—		—				—		—		6,358		114,190		26,902		483,160		—		—				—		—		7,075		151,122		31,809		679,440
John Kuntz		—		—				—		—		6,156		110,562		25,587		459,543		—		—				—		—		7,117		152,019		31,996		683,435
Valerie O. Murray		—		—				—		—		5,043		90,572		21,014		377,411		—		—				—		—		5,986		127,861		26,658		569,415
Walter Sierotko		—		—				—		—		9,298		166,992		9,062		162,754

(1)	Stock options generally expire 10 years after the grant date.
(2)	Amounts shown represent the number of time-vesting stock awards that were not vested at December 31, 2020.2022.
(3)	Amounts shown are based on the fair market value of Provident common stock on December 31, 202030, 2022 (the last trading day of $17.96.2022) of $21.36.
(4)	Amounts shown represent the number of stock awards that may vest if performance goals are achieved over the three-year periods of 2018-2020, 2019-20212020-2022, 2021-2023 and 2020-20222022-2024 at Target level.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		3849

Back to Contents

Option Exercises and Stock Vested

 

The following table shows certain information about restricted stock awards that vested in 2020. There were no stock options exercised by any of the Named Executive Officers in 2020.2022.

 

		Stock Awards				Stock Options				Stock Awards				Stock Options
Name		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)		Number of Shares Acquired (#)		Value Realized on Exercise ($)(2)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)		Number of Shares Exercised (#)		Value Realized on Exercise ($)(2)
Christopher Martin		28,292		557,635		—		—		17,667		413,761		—		—
Anthony J. Labozzetta		—		—		—		—
Anthony Labozzetta										2,643		62,639		—		—
Thomas M. Lyons		27,768		457,596		—		—		10,135		238,052		—		—
John Kuntz		11,847		234,463		—		—		9,566		224,730		—		—
Valerie O. Murray		9,015		178,483		—		—		7,941		186,548		—		—
Walter Sierotko		5,360		106,344		—		—
Donald W. Blum		10,592		209,570		—		—

(1)	The value realized on vesting represents the market value on the day the stock vested.
(2)	There were no stock options exercised by any of the Named Executive OfficersStock Options Exercised during 2020.2022.

 

Pension Benefits

 

We maintain a noncontributory defined benefit pension plan covering full-time employees who had attained age 21 with at least one year of service as of April 1, 2003, the date on which the pension plan was frozen. All participants in the pension plan are 100% vested.

 

Pension plan participants generally become entitled to retirement benefits upon their later attainment of age 65 or the fifth anniversary of participation in the plan, which is referred to as the normal retirement date. The normal retirement benefit is equal to 1.35% of the participant’s average final compensation up to the average social security level, plus 2% of the participant’s average final compensation in excess of the average social security level multiplied by the participant’s years of credited service to a maximum of 30 years.

 

Vested retirement benefits generally are paid beginning on the participant’s normal retirement date. Participants with accrued benefits in the pension plan prior to April 1, 2003 continued to vest in their pre-April 1, 2003 accrued benefit.

 

A participant may elect to retire prior to age 65 and receive early retirement benefits if retirement occurs after completion of at least five consecutive years of vested service and attainment of age 55. If an early retirement election is made by a participant, retirement benefits will begin on the first day of any month during the ten-yearten year period preceding the participant’s normal retirement date, as directed by the retiring participant. If a participant elects to retire prior to attaining age 65 and after completing five years of credited service, his or her accrued pension benefit will be a reduced benefit calculated pursuant to the terms of the pension plan. However, if a participant elects to retire early after both attaining age 60 and completing 25 years of credited service, his or her accrued pension benefit will be unreduced. If the termination of service occurs after the normal retirement date, the participant’s benefits will begin on the participant’s postponed retirement date.

 

The following table shows the present value of accumulated benefits payable to each of our named executive officers, including the number of years of service credited to each named executive officer, under each of the pension plans determined using interest rate and mortality rate assumptions consistent with those used in Provident’s financial statements.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		3950

Back to Contents

PENSION BENEFITS AT AND FOR THE YEAR ENDED DECEMBER

Pension Benefits At And For The Year Ended December 31, 2020

2022

 

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year ($)
Christopher Martin		None applicable		—		—		—		None applicable		—		—		—
Anthony J. Labozzetta		None applicable		—		—		—
Anthony Labozzetta										None applicable		—		—		—
Thomas M. Lyons		The First Sentinel Pension Plan		21		93,586				The First Sentinel Pension Plan		23		62,891		—
John Kuntz		Provident Bank Pension Plan		19		66,991		—		Provident Bank Pension Plan		21		48,501		—
Valerie O. Murray		None applicable		—		—		—		None applicable		—		—		—
Walter Sierotko		None applicable		—		—		—
Donald W. Blum		Provident Pension Plan		19		63,332		—

(1)

The amounts shown are determined based on the measurement date of December 31, 2020.2022. For the discount rate and other assumptions used, please refer to note 13 to our audited financial statements contained in our Annual Report on Form 10-K. Mr. Martin’s interest in The First Sentinel Pension Plan was rolled over into the 401(k) Plan.Plan on October 16, 2018.

 

Non-Qualified Deferred Compensation

 

The following table shows certain information about the participation by each named executive officer in our non-qualified defined contribution plans at and for the year ended December 31, 2020.2022.

 

NON-QUALIFIED DEFERRED COMPENSATION AT AND FOR THE YEAR ENDED DECEMBER

Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2020

2022

 

Name		Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)(3)		Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)(3)
Christopher Martin		—		36,369		33,151		—		878,883		—		17,004		37,891		—		1,144,855
Anthony J. Labozzetta		—		—		—		—		—
Anthony Labozzetta												—		34,243		13,498		—		880,298
Thomas M. Lyons		—		17,044		4,060		—		111,284		—		23,346		6,368		—		191,391
John Kuntz		—		17,126		3,305		—		93,764		—		23,623		5,566		—		170,302
Valerie O. Murray		—		10,748		864		—		30,440		—		16,717		2,209		—		74,048
Walter Sierotko		—		6,970		483		—		17,506
Donald W. Blum		—		—		2,766		—		63,840

(1)	The amounts shown represent the estimated Non-Qualified Supplemental Defined Contribution Plan contribution for 2020.2022. The portion of the contribution attributable to the ESOP is based on the fair market value of Provident common stock on December 31, 202030, 2022 (the last trading day of $17.962022) of $21.36 per share. These contributions are included in the Summary Compensation Table in the column “All Other Compensation”.Compensation.”
(2)	The amounts shown include interest and dividends credited under the Non-Qualified Supplemental Defined Contribution Plan, and forPlan. For Mr. Martin the amount shown includes interest and dividends on his balance in the First Savings Bank Directors’ Deferred Fee Plan. For Mr. Labozzetta the amount shown includes interest on his SB One Supplemental Executive Retirement Plan. The amounts shown include a decrease in the value of the phantom shares attributable to the ESOP portion of the supplemental benefit as the fair market value of Provident common stock at December 31, 202030, 2022 (the last trading day of 2022) was $17.96$21.36 per share compared to $24.65$24.22 per share at December 31, 2019.2021. The interest and dividends are not included in the Summary Compensation Table because they were not “above market.”
(3)	For Mr. Martin the amount shown includes a balance of $512,026$609,055 in the First Savings Bank Directors’ Deferred Fee Plan. For Mr. Labozzetta the amount shown includes a balance of $813,655 in the SB One Supplemental Executive Retirement Plan. The amounts shown include contributions that were previously included in the Summary Compensation Table in the column “All Other Compensation” of $17,004, $34,243, $23,346, $23,623, and $16,717 for Messrs. Martin, Labozzetta, Lyons, Kuntz and Ms. Murray, respectively for 2022; $57,775, $35,404, 26,759, $27,086 and $17,362 for Messrs. Martin, Labozzetta, Lyons, Kuntz and Ms. Murray, respectively for 2021; and $36,369, 17,044, $17,126, $6,970,and $10,748 for Messrs. Martin, Lyons, Kuntz, Sierotko and Ms. Murray, respectively for 2020; $42,866, $19,901, $10,726, $16,784, and $10,524 for Messrs. Martin, Lyons, Blum, Kuntz and Ms. Murray, respectively for 2019; $41,002, $18,147, $10,214, $14,286, and $7,949 for Messrs. Martin, Lyons, Blum, Kuntz and Ms. Murray, respectively for 2018.2020.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		4051

Back to Contents

We maintain a Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental Plan”), which is a non-qualified plan that provides additional benefits to certain employees whose benefits under the 401(k) Plan and ESOP are reduced by tax law limitations applicable to tax-qualified plans. The Supplemental Plan requires a contribution for each participant who also participates in the 401(k) Plan and ESOP equal to the amount that would have been contributed under the terms of the 401(k) Plan and ESOP but for the tax law limitations, less the amount actually contributed under the 401(k) Plan and ESOP. The Supplemental Plan provides for a phantom stock allocation for qualified contributions that may not be accrued in the qualified ESOP and for matching contributions that may not be accrued in the qualified 401(k) Plan due to tax law limitations. Vesting of these supplemental benefits is subject to the same terms and conditions as the benefits provided under the 401(k) Plan and ESOP. The 401(k) portion of the benefit under the Supplemental Plan is credited with interest at an annual rate equal to the bond equivalent yield on United States Treasury Securities adjusted to a constant maturity of ten years. The ESOP portion of the benefit under the Supplemental Plan is credited with dividends payable on Provident common stock.

 

Benefits payable under the Supplemental Plan are payable to the participant in a lump sum during the calendar year immediately following the calendar year of the earliest to occur of: (i) separation from service; (ii) disability; or (iii) death of the participant. The 401(k) portion of the benefit under the Supplemental Plan is paid in cash and the ESOP portion of the benefit is paid in cash unless the committee administering the Supplemental Plan determines in its sole discretion to pay the equivalent benefit in the form of Provident common stock.

 

Potential Payments Upon Termination or Change in Control

 

Provident has entered into an employment agreement and a three-year change in control agreementagreements with Messrs.both Mr. Martin and Labozzetta, andMr. Labozzetta. In addition, Provident has entered into three-year change in control agreements with Messrs. Labozzetta, Lyons and Kuntz and Sierotko,Ms. Murray, and Ms. Murray.a change in control agreement with a two-year term with Mr. Martin.

 

The following tables reflect the amount of compensation and benefits payable to each of the named executive officers, at December 31, 20202022 pursuant to such individual’s employment agreement or change in control agreement, as applicable, in the event of termination of such executive’s employment under the circumstances noted in the tables. No payments are required due to a voluntary termination under the employment agreement and the change in control agreements.

 

The amount of compensation and benefits payable to each named executive officer upon an involuntary termination without cause or a termination by the executive for Good Reason, in each case following a change in control and in the event of disability (with respect to Mr. Martin’s and Mr. Labozzetta’s employment agreement) is shown in the following tables. The amounts shown assume that such termination was effective as of December 31, 2020,2022, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executive upon his or her termination. The amounts shown relating to unvested options and stock awards are based on the fair market value of our common stock on December 31, 202030, 2022, the last trading day of $17.962022, of $21.36 per share. The actual amounts that may be paid out to each executive can only be determined at the time of such executive’s separation from Provident. The amounts shown in the following tables do not take into account any reductions that may be required in order to comply with Internal Revenue Code Section 280G best net benefit provisions in each of the named executive officers’ agreements. There is no such best net benefit provision in Mr. Martin’s agreement.the agreements with Messrs. Martin and Labozzetta.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		52

Back to Contents

Potential Payments Upon Termination or Change in Control as of December 31, 2022

Christopher Martin		Employment Agreement		Employment Agreement		Change in Control Agreement
						After Change in Control
Benefit		Termination w/o Cause or for Good Reason ($)(1)		Disability ($)(2)		Termination w/o Cause or for Good Reason ($)(3)
Salary		450,000		337,500		2,032,001
Incentive/Bonus		—		—		1,594,318
Total Cash Payments		450,000		337,500		3,626,319
Medical		21,698		21,698		65,093
Dental		471		471		1,413
Life Insurance		499		499		1,498
Long-Term Disability		594		594		1,782
Vision		133		133		398
Total Benefits		23,395		23,395		70,184
Total Cash & Benefits		473,395		360,895		3,696,503
Value Unvested Options		—		52,869		52,869
Value Unvested Awards		—		1,741,054		1,741,054
TOTAL		473,395		2,154,818		5,490,426

(1)	Mr. Martin has a new Employment Agreement effective January 1, 2022 as the Executive Chairman. The salary benefit is based on 12 months pursuant to the Employment Agreement.
(2)	Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death.
(3)	Mr. Martin has a new Change in Control Agreement effective January 1, 2022 as the Executive Chairman. The agreement provides for a cash severance payment amount equal to three (3) times the average of his annual compensation during the three completed calendar years preceding the year in which the change in control occurs.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		4153

Back to Contents

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 31, 2020

Christopher Martin	Employment Agreement		Employment Agreement		Change in Control Agreement
Anthony Labozzetta							Employment Agreement		Employment Agreement		Change in Control Agreement
					After Change in Control						After Change in Control
Benefits	Termination w/o Cause or for Good Reason ($)(1)		Disability ($)(2)		Termination w/o Cause or for Good Reason ($)
Benefit							Termination w/o Cause or for Good Reason ($)(1)		Disability ($)(2)		Termination w/o Cause or for Good Reason ($)
Salary	785,000		588,750		2,355,000		650,000		487,500		1,950,001
Incentive/bonus	744,795		—		2,234,386
Incentive/Bonus							655,980		—		1,967,941
Total Cash Payments	1,529,795		588,750		4,589,386		1,305,980		487,500		3,917,942
Medical	20,314		20,314		60,941		35,090		35,090		105,270
Dental	1,392		1,392		4,175		2,261		2,261		6,784
Life Insurance	1,764		1,764		5,292		1,109		1,109		3,328
Long-Term Disability	796		796		2,389		594		594		1,782
Vision	133		133		398		133		133		398
Total Benefits	24,399		24,399		73,195		39,187		39,187		117,562
Total Cash and Benefits	1,554,194		613,149		4,662,581
Total Cash & Benefits							1,345,167		526,688		4,035,504
Value Unvested Options(3)	—		—		—		—		—		—
Value Unvested Awards	—		1,262,121		1,262,121		—		1,212,415		1,212,415
TOTAL	1,554,194		1,875,270		5,924,702		1,345,167		1,739,103		5,247,919

(1)	Salary benefit is based on 12 months pursuant to the Employment Agreement.
(2)	Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death.

(3)Thomas M. Lyons	Exercise price of unvested options exceeded the fair market value of our common stock on December 31, 2020 of $17.96 per share.	After Change in Control
Benefit		Termination w/o Cause or for Good Reason ($)
Salary		1,593,000
Incentive/Bonus		1,071,771
Total Cash Payments		2,664,771
Medical		65,093
Dental		2,824
Life Insurance		2,720
Long-Term Disability		1,782
Vision		398
Total Benefits		72,817
Total Cash & Benefits		2,737,588
Value Unvested Options		—
Value Unvested Awards		830,562
TOTAL		3,568,150

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		54

Back to Contents

John Kuntz		After Change in Control
Benefit		Termination w/o Cause or for Good Reason ($)
Salary		1,602,000
Incentive/Bonus		1,077,825
Total Cash Payments		2,679,825
Medical		65,093
Dental		1,413
Life Insurance		1,779
Long-Term Disability		1,782
Vision		398
Total Benefits		70,465
Total Cash & Benefits		2,750,290
Value Unvested Options		—
Value Unvested Awards		835,454
TOTAL		3,585,743
Valerie O. Murray		42After Change in Control
Benefit		Termination w/o Cause or for Good Reason ($)
Salary		1,290,001
Incentive/Bonus		951,040
Total Cash Payments		2,241,041
Medical		65,093
Dental		4,590
Life Insurance		2,356
Long-Term Disability		1,782
Vision		398
Total Benefits		74,219
Total Cash & Benefits		2,315,260
Value Unvested Options		—
Value Unvested Awards		697,276
TOTAL		3,012,536

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		55

Back to Contents

Anthony J. Labozzetta	Employment Agreement		Employment Agreement		Change in Control Agreement
					After Change in Control
Benefits	Termination w/o Cause or for Good Reason ($)(1)		Disability ($)(2)		Termination w/o Cause or for Good Reason ($)
Salary	584,120		438,090		1,752,360
Incentive/bonus	391,720		—		1,175,160
Total Cash Payments	975,840		438,090		2,927,520
Medical	27,929		27,929		83,786
Dental	1,824		1,824		5,473
Life Insurance	1,806		1,806		5,418
Long-Term Disability	1,018		1,018		3,054
Vision	172		172		516
Total Benefits	32,749		32,749		98,247
Total Cash and Benefits	1,008,589		470,839		3,025,767
Value Unvested Options	—		—		—
Value Unvested Awards	—		—		—
TOTAL	1,008,589		470,839		3,025,767

(1)	Salary benefit is based on 12 months pursuant to the Employment Agreement.
(2)	Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death.

Thomas M. Lyons	After Change in Control
Benefit	Termination w/o Cause or for Good Reason ($)
Salary	1,506,000
Incentive/Bonus	940,045
Total Cash Payments	2,446,045
Medical	88,152
Dental	1,973
Life Insurance	3,386
Long-Term Disability	2,389
Vision	615
Total Benefits	96,515
Total Cash and Benefits	2,542,560
Value Unvested Options	—
Value Unvested Awards	597,350
TOTAL	3,139,910

	PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		43

Back to Contents

John Kuntz	After Change in Control
Benefit	Termination w/o Cause or for Good Reason ($)
Salary	1,515,000
Incentive/Bonus	945,663
Total Cash Payments	2,460,663
Medical	60,941
Dental	607
Life Insurance	3,406
Long-Term Disability	2,389
Vision	398
Total Benefits	67,741
Total Cash and Benefits	2,528,404
Value Unvested Options	—
Value Unvested Awards	570,104
TOTAL	3,098,508
Valerie O. Murray	After Change in Control
Benefit	Termination w/o Cause or for Good Reason ($)
Salary	990,000
Incentive/Bonus	682,407
Total Cash Payments	1,672,407
Medical	60,941
Dental	4,590
Life Insurance	2,767
Long-Term Disability	2,389
Vision	398
Total Benefits	71,085
Total Cash and Benefits	1,743,492
Value Unvested Options	—
Value Unvested Awards	467,984
TOTAL	2,211,476

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		44

Back to Contents

Walter Sierotko	After Change in Control
Benefit	Termination w/o Cause or for Good Reason ($)
Salary	1,080,000
Incentive/Bonus	674,136
Total Cash Payments	1,754,136
Medical	88,152
Dental	6,784
Life Insurance	2,430
Long-Term Disability	2,389
Vision	615
Total Benefits	100,370
Total Cash and Benefits	1,854,506
Value Unvested Options	—
Value Unvested Awards	329,746
TOTAL	2,184,252

Pay Ratio Disclosure

 

The following is a reasonable estimate calculation, prepared in accordance with SEC rules, of the ratio of the total annual compensation paid to Mr. Martin,Labozzetta, who served as our ChairmanPresident and Chief Executive Officer in 2022, to the median of the total annual compensation of all of our employees, except Mr. MartinLabozzetta for 2020.

2022. Our median employee for this calculation was determined using total annual compensation data for all of our active employees, excluding Mr. MartinLabozzetta as of December 31, 2020.2022. We included all employees, other than employees of SB One Bank which was merged into Provident Bank on August 1, 2020 (approximately 146 persons).active employees. The employees included those employed on a full-time, part-time or seasonal basis. We did not annualize or prorate the data used in the calculation. Total annual compensation used to arrive at the median employee was consistent with that used to calculate total annual compensation for the named executive officers as required by the SEC, excluding the change in pension value and nonqualified deferred compensation earnings and the value of other benefits available on a non-discriminatory basis to all of our employees, such as company contributions to health, life and disability insurance.

 

After identifying the median employee as described above, we determined that the median employee had a total annual compensation of $68,244$69,733 for 2020,2022, which was determined using the same methodology as required by the SEC for named executive officers as set forth in the summary compensation table. The total annual compensation for Mr. MartinLabozzetta for the same period shown in the summary compensation table presented earlier was $2,530,194.$2,049,292. The ratio of Mr. Martin’sLabozzetta’s total annual compensation to the median total annual compensation of all other employees for 20202022 was 37:29:1.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		56

Back to Contents

Pay Versus Performance

As discussed in the Compensation Discussion & Analysis above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEO’s realized compensation to the achievement of the company’s financial and strategic objectives, and to align our executive pay with changes in the value of our stockholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2022, 2021 and 2020.

Year		Summary Compensation Table Total for first CEO(1) $		Summary Compensation Table Total for second CEO(2) $		Compensation Actually Paid to first CEO(3) $		Compensation Actually Paid to second CEO(3) $		Average Summary Compensation Table Total for Non-CEO NEOs(4) $		Average Compensation Actually Paid to Non-CEO NEOs(4) $		Value of Initial Fixed $100 Investment Based on:				Net Income $ (in millions)		Return on Average Assets
														TSR(5)		Peer Group TSR(5)
2022		2,035,519		—		1,920,731		—		1,232,407		1,053,366		$100.08		$88.49		176		1.29%
2021		—		2,625,561		—		4,387,807		1,420,405		1,889,746		$108.82		$109.72		168		1.26%
2020		—		2,530,194		—		1,941,043		997,872		778,301		$ 77.47		$91.07		97		0.86%

(1)	For fiscal year 2022, this column presents the summary compensation table total for President and Chief Executive Officer Anthony Labozzetta, following Mr. Labozzetta’s appointment as President and Chief Executive Officer effective January 1, 2022.
(2)	For fiscal years 2020 and 2021, this column presents the summary compensation total for President and Chief Executive Officer Christopher Martin.

(3)

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Messrs. Labozzetta and Martin’s total compensation to determine the compensation actually paid:

		Anthony Labozzetta		Christopher Martin
		2022		2021		2020
Total Compensation as reported in Summary Compensation Table (SCT)		$ 2,035,519		$ 2,625,561		$ 2,530,194
Pension values reported in SCT		—		—		—
Fair value of equity awards granted during fiscal year		(650,000	)	(797,000	)	(785,000	)
Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year		—		—		—
Fair value of equity compensation granted in current year—value at end of year-end		601,057		1,423,024		787,002
Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year		(740	)	183,642		(206,907	)
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		(65,105	)	952,580		(384,246	)
Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		—		—		—
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—		—		—
Compensation Actually Paid to CEO		$ 1,920,731		$ 4,387,807		$ 1,941,043

(4)

The NEOs in the 2022 reporting year are Christopher Martin, Thomas Lyons, John Kuntz and Valerie O. Murray. The NEOs in the 2021 reporting year are Anthony Labozzetta, Thomas Lyons, John Kuntz and Valerie O. Murray. The NEOs in the 2020 reporting year are Anthony Labozzetta, Thomas M. Lyons, John Kuntz, Valerie O. Murray, Walter Sierotko and Donald W. Blum. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEO’s total compensation to determine the compensation actually paid:

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		4557

Back to Contents

		NEO Averages
		2022		2021		2020
Total Compensation as reported in SCT		$ 1,232,407		$ 1,420,405		$ 997,872
Pension values reported in SCT		—		—		(6,535	)
Fair value of equity awards granted during fiscal year		(428,000	)	(389,273	)	(172,717	)
Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year		—		—		—
Fair value of equity compensation granted in current year—value at end of year-end		360,948		645,211		162,983
Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year		(7,766	)	26,818		(65,104	)
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		(104,223	)	186,585		(138,198	)
Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		—		—		—
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—		—		—
Compensation Actually Paid to NEOs		$ 1,053,366		$ 1,889,746		$ 778,301

(5)

TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P Composite Thrift Index, which contains all thrift institutions traded on the NYSE and NASDAQ stock exchange, which is the same peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		58

Back to Contents

Relationship Between “Compensation Actually Paid” and Performance Measures

As shown in the charts as discussed further below, the relationship between the Compensation Actually Paid to the CEO and the Average Compensation Actually Paid to the NEOs other than the CEO in fiscal 2020, 2021 and 2022 (collectively, “NEO Compensation Actually Paid”) to each of (1) Net income, (2) total shareholder return (“TSR”), and (3) return on average assets (“ROAA”) demonstrates that such compensation fluctuates to the extent the Company is achieving its goals and increasing value for stockholders in line with the company’s compensation philosophy and performance-based objectives.

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023  Proxy Statement		59

Back to Contents

Director Compensation

 

The three items listed below represent the most important metrics we used to determine Compensation Actually Paid for fiscal year 2022:

1.	Return on Average Assets
2.	Return on Average Tangible Equity
3.	Earnings Per Share

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		60

Back to Contents

Director Compensation

Elements of Director Compensation

Director Fees

 

Director Fees

As discussed under this caption, director compensation is paid to our non-management directors only. Mr.Messrs. Martin and Mr. Labozzetta receive no director compensation for their service on the board of directors.

 

Our board of directors establishes director compensation based on the recommendation of the Compensation Committee. Periodically, the Compensation Committee will engage the services of a third party and will consult external surveys to assist it in a review of director compensation.

 

We pay annual director fees based on a fiscal year covering the period starting May 1 and ending on April 30. We do not pay “per meeting” fees. The board, through its Compensation Committee regularly reviews board fees, with advice from their independent compensation consultant, to ensure the fee structure and amount is aligned with peers and properly compensates board members for their responsibilities. Based on the 2022 director fee market study as prepared by FW Cook and given that the retainers have been held flat since 2012, the board approved a change to the board member annual retainer from $50,000 to $55,000 and an increase in the annual retainer fee for the Lead Director from $20,000 to $25,000. In consideration for the increased responsibilities and complexity associated with the Risk and Technology committees, the board also approved increases to the respective chairs’ annual retainers from $20,000 to $22,500 and the members’ annual retainers from $10,000 to $12,500. The current director fee schedule is as follows:

 

Board Member Annual Retainer		$50,00055,000
Lead Director Annual Retainer (paid in quarterly installments)		$20,00025,000
Committee Annual Retainers (paid in quarterly installments)		$27,500 for Audit and Compensation Committee Chairs $15,000 for each member of the Audit and Compensation Committees $20,000 for Governance/Nominating Risk and Technology Committee Chairs Chair $10,000 for each member of the Governance/Nominating $22,500 for Risk and Technology Committee Chairs $12,500 for each member of the Risk and Technology Committees
Annual Equity Grant		Shares equivalent to $90,000 based on the grant date price with one-year vesting

 

Director Benefits

 

An annual medical examination is made available to each director under an arrangement with a designated service provider.director.

 

Retirement Plan for the Board of Directors of Provident Bank

 

The Retirement Plan for the Board of Directors of Provident Bank was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. For directors having ten or more years of service as of December 31, 2006 (includes two current directors), the plan provides cash payments for up to ten years based on age and length of service requirements. The maximum payment under this plan to a board member who terminates service on or after the normal retirement age as defined in the plan with at least ten years of service on the board is 40 quarterly payments of $1,250. We may suspend payments under this plan if Provident Bank fails to meet Federal Deposit Insurance Corporation or New Jersey Department of Banking and Insurance minimum capital requirements. The plan further provides that, in the event of a change in control (as defined in the plan), the undistributed balance of a director’s accrued benefit will be distributed to him or her within 60 days of such change in control.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023  Proxy Statement		61

Back to Contents

Voluntary Fee Deferral Plans

 

Our directors may elect to defer the receipt of all or a portion of the cash compensation paid to them for service on the board of directors. Elections to defer fees and the scheduled distribution of amounts deferred and earnings on those amounts shall comply with the requirements of Section 409A of the Internal Revenue Code. Deferred fees are credited to a memorandum account established for the benefit of each participant, and credited amounts currently earn interest at the prevailing prime rate.

 

In connection with its acquisition of First Sentinel Bancorp, Inc., Provident assumed the First Savings Bank Directors’ Deferred Fee Plan, which was frozen prior to the completion of the acquisition. This plan will be paid out in accordance with the provisions of its governing documents.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		46

Back to Contents

The following table sets forth for the year ended December 31, 20202022 certain information as to total remuneration paid to directors who servedfor their service on the board of directors in 20202022 other than Messrs. Martin and Labozzetta, who are not paid director fees. There were no stock options outstanding at December 31, 2020,2022, and no other compensation was paid to the non-executive directors for their service in 2020.2022. Compensation paid to Mr. Martin and Mr. Labozzetta is included in this Proxy Statement under the heading “Executive Compensation--SummaryCompensation-Summary Compensation Table.”

 

Director Compensation Table

 

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2)		Totals ($)
Robert Adamo		75,000		90,001		2,931		167,932
Thomas W. Berry		70,000		90,001		—		160,001
Laura L. Brooks		83,750		90,001		—		173,751
James P. Dunigan		86,250		90,001		5,162		181,413
Frank L. Fekete		87,500		90,001		5,355		182,856
Ursuline F. Foley		75,000		90,001		384		165,385
Terence Gallagher		75,000		90,001		—		165,001
Matthew K. Harding		91,250		90,001		—		181,251
Carlos Hernandez		90,000		90,001		5,689		185,690
Edward Leppert(3)		45,000		67,500		—		112,500
Robert McNerney(3)		42,500		67,500		—		110,000
John Pugliese		85,000		90,001		—		175,001

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2)		Total ($)
Robert Adamo		81,875		89,998		4,529		176,402
Thomas W. Berry(3)		5,000		—		—		5,000
James P. Dunigan		103,125		89,998		7,976		201,099
Frank L. Fekete		92,500		89,998		1,618		184,116
Ursuline Foley		78,750		89,998		—		168,748
Terence Gallagher		91,875		89,998		—		181,873
Matthew K. Harding		94,375		89,998		—		184,373
Carlos Hernandez		98,750		89,998		2,334		191,082
Edward Leppert		85,000		89,998		—		174,998
Nadine Leslie		79,375		89,998		—		169,373
Robert McNerney		66,875		89,998		—		156,873
John Pugliese		101,875		89,998		—		191,873

(1)	The amounts shown reflect the aggregate grant date fair value of the restricted stock award made to each non-management director based on the closing price of the stock on the grant date and computed in accordance with FASB ASC Topic 718. The stock awards were made on May 4, 2020, except in the case of Messrs. Leppert and McNerney whose awards were made on August 5, 2020.2022. These stock awards are time-vesting awards that vest in one year.
(2)	The amounts shown represent the aggregate increase in the present value of a director’s accumulated benefit under the Retirement Plan for the Board of Directors of Provident Bank, which was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. Messrs. Fekete and Hernandez have benefits under this plan. The amounts shown also include interest earned on deferred director fees for Messrs. Adamo and Dunigan and Ms. Foley.Dunigan.
(3)	Messrs. Leppert and McNerney were appointed toMr. Berry retired from the boardsBoard of directorsDirectors effective on July 31, 2020 upon Provident’s acquisition of SB One Bancorp.April 28, 2022.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		4762

Back to Contents

Security Ownership of Certain Beneficial Owners and Management

 

Persons and groups who beneficially own in excess of five percent of Provident’s issued and outstanding shares of common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. The following table shows, as of March 2, 2021,1, 2023, certain information as to persons who beneficially owned more than five percent of the issued and outstanding shares of our common stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the issued and outstanding shares of our common stock as of March 2, 2021.1, 2023.

 

Principal Stockholders

 

Name and Address of Beneficial Owner		Number of Shares Owned and Nature of Beneficial Ownership			Percent of Shares of Common Stock Outstanding(1)
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746		5,555,869	(2)		7.14	%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055		11,041,642	(3)		14.19	%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355		7,300,936	(4)		9.38	%

Name and Address of Beneficial Owner	Number of Shares Owned and Nature of Beneficial Ownership		Percent of Shares of Common Stock Outstanding(1)
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746	5,730,105(2)		7.6%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	10,913,075(3)		14.5%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355	8,790,250(4)		11.7%

(1)	Based on 77,833,06975,325,208 shares of Provident common stock outstanding as of March 2, 2021.1, 2022.
(2)	This information is based on Amendment No. 15 to Schedule 13G filed with the SEC on February 10, 2023 by Dimensional Fund Advisors LP.
(3)	This information is based on Amendment No. 14 to Schedule 13G filed with the SEC on January 23, 2023 by BlackRock, Inc.
(4)	This information is based on Amendment No. 13 to Schedule 13G filed with the SEC on February 16, 2021 by Dimensional Fund Advisors LP.
(3)	This information is based on Amendment No. 12 to Schedule 13G filed with the SEC on January 26, 2021 by BlackRock, Inc.
(4)	This information is based on Amendment No. 10 to Schedule 13G filed with the SEC on February 8, 20219, 2023 by The Vanguard Group.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023  Proxy Statement		4863

Back to Contents

Management

 

The following table shows certain information about shares of our common stock owned by each nominee for election as director, each incumbent director, whose term of office continues following the Annual Meeting, each named executive officer identified in the summary compensation table included elsewhere in this Proxy Statement, and all nominees, incumbent directors and executive officers as a group, as of March 2, 2021.1, 2023.

 

Name		Position(s) held with Provident Financial Services, Inc. and/or Provident Bank		Shares Owned Directly and Indirectly(1)		Shares Subject to Stock Options(2)		Beneficial Ownership		Percent of Class(3)		Unvested Stock Awards Included in Beneficial Ownership
Nominees
Ursuline F. Foley		Director		17,717				17,717		*		6,839
Christopher Martin		Chairman and Chief Executive Officer		677,241(4)		467,002		1,144,243		1.46%		—
Robert McNerney		Director		24,421		—		24,421		*		5,019
John Pugliese		Director		99,000				99,000				6,839
Incumbent Directors
Robert Adamo		Director		19,583		—		19,583		*		6,839
Thomas W. Berry		Director		108,471		—		108,471		*		6,839
Laura L. Brooks		Director		72,552		—		72,552		*		6,839
James P. Dunigan		Director		21,697		—		21,697		*		6,839
Frank L. Fekete		Director		71,324		—		71,324		*		6,839
Terence Gallagher		Director		27,778		—		27,778		*		6,839
Matthew K. Harding		Director		43,704		—		43,704		*		6,839
Carlos Hernandez		Director		87,530		—		87,530		*		6,839
Anthony J. Labozzetta		Director, President and Chief Operating Officer		415,226		—		415,226				—
Edward M. Leppert		Director		203,550				203,550				5,019
Executive Officers Who Are Not Directors
Thomas M. Lyons		Senior Executive Vice President and Chief Financial Officer		208,641		—		208,641		*		6,358
John Kuntz		Senior Executive Vice President, General Counsel and Corporate Secretary		133,708		—		133,708		*		6,156
Valerie O. Murray**		Executive Vice President, Chief Wealth Management Officer and President of Beacon Trust Company		40,864		—		40,864		*		5,043
Walter Sierotko**		Executive Vice President and Chief Lending Officer		19,109				19,109				9,298
All directors and executive officers as a group (26 persons)				2,615,980		467,002		3,082,982		3.96%		105,283

Name		Position(s) held with Provident Financial Services, Inc. and/or Provident Bank		Shares Owned Directly and Indirectly(1)		Shares Subject to Stock Options(2)		Beneficial Ownership		Percent of Class(3)		Unvested Stock Awards Included in Beneficial Ownership
Nominees
Terence Gallagher		Director		35,354		—		35,354		*		3,949
Edward M. Leppert		Director		198,967		—		198,967		*		3,949
Nadine Leslie		Director		7,377		—		7,377		*		3,949
Incumbent Directors
Robert Adamo		Director		27,159		—		27,159		*		3,949
James P. Dunigan		Director		30,733		—		30,733		*		3,949
Frank L. Fekete		Director		72,061		—		72,061		*		3,949
Ursuline F. Foley		Director		25,293		—		25,293		*		3,949
Matthew K. Harding		Director		51,280		—		51,280		*		3,949
Carlos Hernandez		Director		95,106		—		95,106		*		3,949
Anthony J. Labozzetta		President and Chief Executive Officer		463,162		—		463,162		*		5,287
Christopher Martin		Executive Chairman		756,063(4)		441,088		1,197,151		1.58%		—
Robert McNerney		Director		21,781		—		21,781		*		3,949
John Pugliese		Director		96,576		—		96,576		*		3,949
Executive Officers Who Are Not Directors
Thomas M. Lyons		Senior Executive Vice President and Chief Financial Officer		237,284		—		237,284		*		7,075
John Kuntz		Senior Executive Vice President, General Counsel and Corpo- rate Secretary		151,758		—		151,758		*		7,117
Valerie O. Murray		Executive Vice President, Chief Wealth Management Officer and President of Beacon Trust Company		62,842		—		62,842		*		5,986
All directors and executive officers as a group (24 persons)				2,806,652		441,088		3,247,740		4.29%		110,282

*	Direct, plus 401(K) and ESOP, and IRA’s
*	Less than 1%
**	Not officers of Provident Financial Services, Inc.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		4964

Back to Contents

(1)	The amounts shown for executive officers include shares held in our 401(k) Plan and shares allocated to the executive officer in our Employee Stock Ownership Plan (“ESOP”) as follows:

Name		401(k) Plan Shares		ESOP Shares
Christopher Martin		167,689		18,318
Thomas M. Lyons		45,545		16,328
John Kuntz		6,279		22,377
Valerie O. Murray		12,754		5,900
Walter Sierotko		—		2,381
All executive officers as a group (13 persons)		234,845		104,965

	Name	401(k) Plan Shares		ESOP Shares
	Christopher Martin	181,746		21,291
	Anthony J. Labozzetta	—		641
	Thomas M. Lyons	50,779		19,113
	John Kuntz	7,418		25,735
	Valerie O. Murray	14,964		7,695
	All executive officers as a group (13 persons)	255,348		125,708

(2)	Includes shares underlying stock options that are presently exercisable or will become exercisable within 60 days of March 2, 2021.1, 2023.
(3)	Based on 77,833,06975,325,208 shares of Provident common stock outstanding as of March 2, 2021.1, 2023. Shares subject to stock options that are presently exercisable or will become exercisable within 60 days of March 2, 20211, 2023 are deemed outstanding for computing the percentage ownership of the person holding such stock options, but are not deemed outstanding for purposes of computing the percentage ownership of other persons.
(4)	Includes 17,785 shares held by Mr. Martin in the First Savings Bank Directors’ Deferred Fee Plan.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023  Proxy Statement		5065

Back to Contents

Delinquent Section 16(a) Reports

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and anyone holding 10% or more of our common stock (reporting persons) to file reports with the Securities and Exchange Commission showing the holdings of, or transactions in, our common stock. Based solely on a review of copies of such reports, and written representations from each such reporting person that no other reports are required, we believe that in 20202022 all reporting persons filed the required reports on a timely basis under Section 16(a), except for the following:.

 

•	A Form 4 filing covering the vesting of performance-vesting stock for each of Messrs. Martin and Lyons was inadvertently filed late.
•	The Form 3 filed for Mr. Sierotko did not include unvested stock awards as a result of administrative oversight, and an amended Form 3 was filed.

Proposal 2

Advisory Vote to Approve Executive Compensation

 

The Compensation Discussion and Analysis appearing earlier in this Proxy Statement describes our executive compensation program and the compensation decisions made by our Compensation and Human Capital Committee with respect to the Chief Executive Officer and other officers named in the Summary Compensation Table (who are referred to as the “named executive officers”). At the 2017 Annual Meeting of Stockholders, our board of directors recommended, and the stockholders approved, a non-binding vote in favor of holding an annual advisory vote on executive compensation. As a result, we determined to hold an annual advisory vote on executive compensation until the next required stockholder vote relating to the frequency of stockholder voting on executive compensation. We are recommending that stockholders vote to approve an annual vote on executive compensation at this annual meeting. (See Proposal 3-Advisory Vote on the Frequency of Executive Compensation Advisory Votes.) Pursuant to Section 14A of the Securities Exchange Act of 1934, the board of directors is requesting stockholders to cast a non-binding advisory vote on the following resolution:

 

“RESOLVED, that the stockholders of Provident Financial Services, Inc. (“Provident”) approve the compensation paid to Provident’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative accompanying the tables.”

Our executive compensation program is based on a pay for performance philosophy that is designed to support our business strategy and align the interests of our executives with our stockholders. Our board of directors believes that the link between compensation and the achievement of its long- and short-term business goals has helped our company’s financial performance over time, while not encouraging excessive risk-taking by management.

 

For these reasons, the board of directors is recommending that stockholders vote “FOR” this proposal. While this advisory vote is non-binding, the Compensation and Human Capital Committee and the board of directors value the views of our stockholders and will consider the outcome of this vote in future executive compensation decisions.

 

	THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO PROVIDENT’S NAMED EXECUTIVE OFFICERS.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		66

Back to Contents

Proposal 3

Advisory Vote on the Frequency of Stockholder Voting on Executive Compensation

 

The company is required every six years to seek a non-binding advisory vote regarding the frequency of submission to stockholders of a “Say on Pay” advisory vote, such as Proposal 2. Stockholders must be given the opportunity to vote on compensation paid to our named executive officers either annually, every two years or every three years. Although this vote is advisory and non-binding, our board of directors will review voting results and give serious consideration to the outcome of such voting.

Since 2011, following the initial advisory vote of stockholders in favor of annual “say on pay” votes, we have held such votes every year. Our board of directors recognizes the importance of receiving regular input from our stockholders on important issues such as our executive compensation, and believes that it should continue to receive advisory input from our stockholders each year. In addition, market practice is that annual “say on pay” votes are held.

We have provided stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the board’s recommendation.

While our compensation policies and procedures are developed with long-term objectives in mind, our board of directors continues to believe that stockholder votes every year will permit stockholders to continue to express their collective view on approval of executive compensation on a frequent basis.

	THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE OPTION OF “ONE YEAR” FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023  Proxy Statement		5167

Back to Contents

Proposal 34

Ratification of theAppointment of our Independent RegisteredPublic Accounting Firm

 

Our independent registered public accounting firm for the year ended December 31, 20202022 was KPMG LLP. The Audit Committee has re-appointed KPMG LLP to continue as our independent registered public accounting firm for the year ending December 31, 2021,2023, subject to the ratification by our stockholders at the Annual Meeting. Representatives of KPMG LLP are expected to attend the Annual Meeting virtually, and they will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

 

Stockholder ratification of the appointment of KPMG LLP is not required by our Bylaws or otherwise. However, our board of directors is submitting the appointment of our independent registered public accounting firm to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment of KPMG LLP, our Audit Committee will reconsider whether it should select another independent registered public accounting firm. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interests of Provident and its stockholders.

 

Audit Fees

 

The aggregate fees billed to Provident for professional services rendered by KPMG LLP for the audit of the annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings and engagements were $1,518,000$1,326,000 and $1,261,000$1,244,000 during the fiscal years ended December 31, 20202022 and 2019,2021, respectively. Audit fees for 2020 increased due to additional audit work related to the acquisition of SB One Bancorp and Provident’s implementation of the current expected credit loss accounting standard.

 

Audit-Related Fees

 

The aggregate fees billed to Provident for assurance and related services rendered by KPMG LLP that are reasonably related to the performance of the audit and review of the financial statements and that are not already reported in “Audit Fees” above, were $140,460$176,200 and $136,100$143,300 during the fiscal years ended December 31, 20202022 and 2019,2021, respectively. These services were rendered for audits of our employee benefit plans.

 

Tax Fees

 

No fees were billed to Provident for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning during the fiscal years ended December 31, 20202022 and 2019,2021, as the Audit Committee currently has a policy that the independent registered public accounting firm shall not perform the preparation and filing of our corporate tax returns, tax compliance and other tax-related services.

 

All Other Fees

 

No fees were billed to Provident for other permissible services rendered by KPMG LLP during each of the fiscal years ended December 31, 20202022 and 2019.2021.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		5268

Back to Contents

Pre-Approval Policy

 

Our Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee up to a maximum amount of $25,000 between meetings of the Audit Committee, provided the Chair reports any such approvals to the full Audit Committee at its next meeting. The full Audit Committee pre-approves all other services to be performed by the independent registered public accounting firm and the related fees.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 

Submission of Stockholder Proposals

 

To be eligible for inclusion in our proxy materials for next year’s Annual Meeting of stockholders, any stockholder proposal under SEC Rule 14a-8 to take action at such meeting must be received at our executiveadministrative office at 239 Washington Street, Jersey City,111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 07302,08830-1001, no later than November 17, 2021.18, 2023. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.

 

Advance Notice of Business to be Conducted at an Annual Meeting

 

Our Bylaws provide an advance notice procedure for certain business or nominations to our board of directors to be brought before an Annual Meeting of stockholders. For a stockholder to properly bring business before an Annual Meeting, the stockholder must give written notice to our Corporate Secretary not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting, or by no later than November 17, 202118, 2023 for next year’s Annual Meeting of stockholders; provided, however, that if the date of the Annual Meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s Annual Meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such Annual Meeting is first made. The notice must include, among other matters, the stockholder’s name, record address, and number of shares owned; describe brieflya brief description of the proposed business; the reasons for bringing the proposed business before the Annual Meeting; and any material interest of the stockholder in the proposed business. Nothing in this paragraph shall be deemed to require Provident to include in its proxy materials under SEC Rule 14a-8 any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.

 

Notice of Solicitation of Proxies

In addition to the requirements set forth above under “Advance Notice of Business to be Conducted at an Annual Meeting“ SEC Rule 14a-19 requires a stockholder intending to engage in a director election contest with respect to the company’s 2024 Annual Meeting of stockholders to give the company notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous year’s annual meeting. This deadline is February 27, 2024.

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023  Proxy Statement		5369

Back to Contents

Other Matters

 

As of the date of this Proxy Statement, our board of directors knows of no matters that will be presented for consideration at the Annual Meeting other than as described in this document. However, if any other matters shall properly come before the Annual Meeting or any adjournment or postponement thereof and shall be voted upon, the proposed proxy will be deemed to confer authority to the individuals named therein to vote the shares represented by the proxy in accordance with their best judgment as to any such matters.

 

AN ADDITIONAL COPY OF OUR ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 2020,2022, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, PROVIDENT FINANCIAL SERVICES, INC., 239 WASHINGTON STREET, JERSEY CITY,111 WOOD AVENUE SOUTH, P.O BOX 1001, ISELIN, NEW JERSEY 07302.08830-1001.

 

THE FORM 10-K IS ALSO AVAILABLE FREE OF CHARGE ON THE “INVESTOR RELATIONS” PAGE OF PROVIDENT BANK’S WEBSITE AT WWW.PROVIDENT.BANK.

 

THE CHARTERS OF OUR AUDIT, COMPENSATION AND HUMAN CAPITAL, GOVERNANCE/NOMINATING, RISK AND TECHNOLOGY COMMITTEES OF THE BOARD OF DIRECTORS, OUR CORPORATE GOVERNANCE PRINCIPLES, CODE OF BUSINESS CONDUCT AND ETHICS AND INDEPENDENCE STANDARDS ARE AVAILABLE ON THE “GOVERNANCE DOCUMENTS” SECTION OF THE “INVESTOR RELATIONS” PAGE OF PROVIDENT BANK’S WEBSITE AT WWW. PROVIDENT.BANK.WWW.PROVIDENT.BANK. COPIES OF EACH WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, PROVIDENT FINANCIAL SERVICES, INC., 239 WASHINGTON STREET, JERSEY CITY,111 WOOD AVENUE SOUTH, P.O BOX 1001, ISELIN, NEW JERSEY 07302.08830-1001.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		5470

Back to Contents

GeneralInformation

 

The board of directors of Provident is soliciting proxies for our 20212023 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting. The Annual Meeting will be held in a virtual format on Thursday, April 29, 202127, 2023 at 10:00 a.m.

 

A Notice Regarding the Availability of Proxy Materials is first being sent to our stockholders on March 17, 2021.2023.

 

The 20212023 Annual Meeting of Stockholders

 

Date and Time:Our Annual Meeting of Stockholders will be held in a virtual format only on April 29, 2021,27, 2023, 10:00 a.m., local time at www.virtualshareholdermeeting.com/PFS2021.PFS2023. The Board of Directors believes that utilizing a virtual meeting format provides an opportunity for a broader group of stockholders to participate in the Annual Meeting, while also reducing the costs and environmental impact associated with holding an in-person meeting. In addition, the virtual meeting format provides a platform for the safe execution of the Annual Meeting in the current COVID-19 environment.

 

Participation in the Virtual Stockholder Meeting: Stockholders as of the close of business on the record date may attend the Annual meetingMeeting by going to www.virtualshareholdermeeting.com/ PFS2021,www. virtualshareholdermeeting.com/PFS2023, and logging-in by using the 16-digit control number indicated on their proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials. We recommend that stockholders log-in to our virtual annual meeting at least 15 minutes before the scheduled starting time.

 

Record Date:March 2, 2021.1, 2023.

 

Shares Entitled to Vote: 77,833,06975,325,208 shares of Provident common stock were outstanding on the record date and are entitled to vote at the Annual Meeting.

 

Purpose of the Annual Meeting:To consider and vote on the election of fourthree directors, an advisory (non-binding) vote to approve the compensation paid to our named executive officers, an advisory (non-binding) vote to approve the frequency of stockholder voting on the compensation paid to our named executive officers, and the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023.

 

Vote Required:Subject to our majority voting policy described under the heading “Corporate Governance Matters”“Environmental, Social and Governance-Board Meetings and Committees-Majority Voting Policy” in this Proxy Statement, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is withheld. The advisory vote to approve executive compensation and the ratification of KPMG LLP as our independent registered public accounting firm are each determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN”.“ABSTAIN.” Regarding the advisory vote on the frequency of stockholder voting on executive compensation, a stockholder may vote for one, two or three years, or may abstain, and this advisory vote will be the choice (one, two or three years) that receives the most votes.

 

Board Recommendation: Recommendation: Our board of directors recommends that stockholders vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval of the compensation paid to our named executive officers, “FOR” approval of an annual advisory vote on executive compensation, and “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023.

 

Provident:Provident is a Delaware corporation and the bank holding company for Provident Bank, an FDIC-insured New Jersey-chartered capital stock savings bank that operates a network of full-service branch offices throughout northern and central New Jersey, eastern Pennsylvania, and Queens County,and Nassau Counties in New York. Our principal executiveadministrative offices are located at 239 Washington Street, Jersey City,111 Wood Avenue South, Iselin, New Jersey 07302.08830-1001. Our telephone number is (732) 590-9200.

 

Who Can Vote

 

March 2, 20211, 2023 is the record date for determining the stockholders of record who are entitled to vote at our Annual Meeting. On March 2, 2021, 77,833,0691, 2023, 75,325,208 shares of Provident common stock, par value of $0.01 per share, were outstanding and held by approximately 4,8484,630 holders of record. The virtual presence, by properly executed proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting.

 

How Many Votes You Have

 

Each holder of shares of our common stock outstanding on March 2, 20211, 2023 will be entitled to one vote for each share held of record. However, our certificate of incorporation provides that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of our common stock are not entitled to vote any of the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate of, as well as by any person acting in concert with, such person or entity.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  20212023  Proxy Statement		5571

Back to Contents

Matters to Bebe Considered

 

The purpose of our Annual Meeting is to elect fourthree directors, vote on an advisory basis on executive compensation, vote on an advisory basis on the frequency of stockholder voting on executive compensation, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023. We may adjourn or postpone the Annual Meeting for the purpose of allowing additional time to solicit proxies.

 

Our board of directors is not aware of any other matters that may be presented for consideration at the Annual Meeting. If other matters properly come before the Annual Meeting, we intend that shares represented by properly submitted proxies will be voted, or not voted, by the persons named as proxies in their best judgment.

 

How to Participate in the Virtual Annual Meeting

 

You may participate in the virtual Annual Meeting by going to www.virtualshareholdermeeting.com/PFS2021,PFS2023, and logging-in by using the 16-digit control number indicated on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials. We recommend that you log-in to the virtual Annual Meeting at least 15 minutes before the scheduled start time.

 

How to Vote

 

You may vote your shares:

 

•	By telephone or Internet (see the instructions at www.proxyvote.com). Beneficial owners may also vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will include the instructions with the proxy materials.
•	By written proxy.proxy. Stockholders of record can vote by written proxy card. If you received a printed copy of this Proxy Statement, you may vote by signing, dating and mailing the enclosed Proxy Card, or if you are a beneficial owner, you may request a voting instruction form from your bank or broker.
•	At the Annual Meeting.Meeting. Stockholders of record may vote by logging-in to the virtual Annual Meeting and following the instructions.

 

If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted “FOR” the election of the fourthree nominees for director, “FOR” approval of the executive compensation paid to our named executive officers, “FOR” an annual advisory vote on executive compensation, and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023.

 

Participants in Provident Benefit Plans

 

If you are a participant in our Employee Stock Ownership Plan or 401(k) Plan, or any other benefit plans sponsored by us through which you own shares of our common stock, you will have received a Notice Regarding the Availability of Proxy Materials by e-mail. Under the terms of these plans, the trustee or administrator votes all shares held by the plan, but each participant may direct the trustee or administrator how to vote the shares of our common stock allocated to his or her plan account. If you own shares through any of these plans and you do not vote by April 25, 2021,23, 2023, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		72

Back to Contents

Quorum and Vote Required

 

The presence, virtually, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes (non-voted proxies submitted by a bank or broker) will be counted for the purpose of determining whether a quorum is present.

 

Subject to our majority voting policy described under the heading “Corporate Governance Matters”“Environmental, Social and Governance-Board Meetings and Committees-Majority Voting Policy” in this Proxy Statement, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is “Withheld.” The advisory vote on executive compensation, and the ratification of the appointment of our independent registered public accounting firm are each determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “Abstain.” The advisory vote on the frequency of stockholder voting on executive compensation will be determined based on the choice (one, two, or three years) receiving the most votes.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  2021 Proxy Statement		56

Back to Contents

Revocability of Proxies

 

You may revoke your proxy at any time before the vote is taken at our Annual Meeting. You may revoke your proxy by:

 

•	submitting a written notice of revocation to our Corporate Secretary prior to the voting of such proxy;
•	submitting a properly executed proxy bearing a later date;
•	voting again by telephone or Internet (provided such new vote is received on a timely basis); or
•	voting virtually at the Annual Meeting; however, simply participating in the Annual Meeting without voting will not revoke an earlier proxy.

 

Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:

 

Provident Financial Services, Inc.
100

111 Wood Avenue South

P.O. Box 1001

Iselin, New Jersey 08830-1001

Attention: Corporate Secretary

 

If your shares are held in street name, you should follow your bank’s or broker’s instructions regarding the revocation of proxies.

 

Solicitation of Proxies

 

Provident will bear the entire cost of soliciting proxies. In addition to solicitation of proxies by mail, we will request that banks, brokers and other holders of record send proxies and proxy materials to the beneficial owners of our common stock and secure their voting instructions, if necessary. We will reimburse such holders of record for their reasonable expenses in taking those actions. Equiniti (US) ServicesAlliance Advisors, LLC will assist us in soliciting proxies, and we have agreed to pay them a fee of $5,000$6,000 plus reasonable expenses for their services. If necessary, we may also use several of our employees, who will not be specially compensated, to solicit proxies from stockholders, personally or by telephone, facsimile, e-mail or letter.

 

Householding

 

Unless you have provided us contrary instructions, we have sent a single copy of these proxy materials to any household at which one or more stockholders reside if we believe the stockholders are members of the same household. Each stockholder in the household will receive a separate Proxy Card. This process, known as “householding,” reduces the volume of duplicate information and helps reduce our expenses. If you would like to receive your own set of proxy materials, please follow these instructions:

 

•	If your shares are registered in your own name, contact our transfer agent and inform them of your request to revoke householding by calling them at 1-888-542-1061,their toll free number, 1-866-540-7095, or by writing them at Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.
•	If a bank, broker or other nominee holds your shares, contact your bank, broker or other nominee directly.

 

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023  Proxy Statement		73

Back to Contents

Recommendation of the Board of Directors

 

Your board of directors recommends that you vote ““FOR” FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval of the compensation paid to our named executive officers, “FOR” approval of an annual advisory vote on executive compensation, and ““FOR” FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023.

 

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC.  |  20212023 Proxy Statement		5774

Back to Contents

Back to Contents

Back to Contents